Feeling A Moment
by ihearttvsnark
Summary: Seven years after their painful breakup, Serena and Carter find themselves in New York again. Serena is determined to break down Carter's walls and prove their love is worth fighting for.
1. Chapter 1

**Author's Note: The first chapter takes place the day after the wedding and completely disregards the last episode that aired. **

_Feeling the moment slip away  
Losing direction you're losing faith  
You're wishing for someone  
Feeling it all begin to slide_

"**Gossip Girl here. My sources tell me a certain college dropout has been camped out in the lobby of the Regency Hotel for nearly three hours waiting for her latest bad boy to return after she sent him packing from the wedding that almost wasn't. What's the matter, S? Did your snap judgments backfire? People in glass penthouses aren't supposed to throw stones."**

Serena van der Woodsen was frustrated as she angrily pushed the delete button to remove Gossip Girl's latest ranting from her cell phone. She would normally be annoyed with the bitch and her incessant need to monitor every move Serena made, but she had something much more important on her mind: Carter Baizen.

It had been over twenty-four hours since Chuck had seen Carter agreeing to leave the wedding with the Buckley brothers. Serena had left dozens of messages on his voicemail begging him to call her back and let her know he was all right. After she had grown tired of pacing the Waldorf penthouse waiting for her phone to ring, Serena had come to the Regency.

She had tried Carter's room first, but there had been no answer. Serena tried sweet-talking the front desk clerk into telling her whether or not Carter had returned to his room. He had refused and not-so-politely reminded her that the hotel guests valued their privacy and he was not about to violate that. Serena had argued with him and he'd ended up calling security to have her removed. Luckily the security guard was an employee of Bass Industries and a quick call to Chuck had spared her the embarrassment of being tossed out of the hotel. The guard confirmed Carter had not returned to the hotel and Serena had permission to wait in the lobby.

But the small victory had done nothing to ease her mind. Carter wasn't just ignoring her phone calls because he was mad at her or hurt by her reaction to his confession. He was missing and according to Nate, there was a very real possibility he was in danger.

Serena glanced down at the phone that she still had clutched in her hand and willed it to ring. Nate was trying to track down the Buckleys while Chuck and Blair were covering all the other bases in a way only Chuck and Blair could.

She didn't know what else she could do other than pace the lobby and wait for him to come back. She tried not to imagine the worse. Carter was capable of handling himself and the Buckleys might be angry, but they wouldn't do anything rash.

Keep telling yourself that, Serena thought. She sighed. This was her fault. Carter had a chance to leave and he had stayed for her. He stayed in New York because he cared about her and he wanted a chance and she had tossed him aside because of a mistake he'd made in the past. Gossip Girl was right. She had no business being so judgmental. She couldn't stop thinking about the look on Carter's face when he had asked her to give him a chance and believe in his feelings for her. The pain in his blue eyes was haunting her.

Her heart felt heavy inside her chest as she thought about all the times Carter had asked her to trust him. He had laid himself on the line for her and she had practically spit in his face. What is wrong with me? Serena wondered. No matter what Carter had done in the past, he had proved over and over how much he cared about her. Now he needed her and she was uselessly pacing the lobby.

The phone in her hand began to vibrate and Serena nearly jumped out of her skin. She held her breath as she glanced at the display, hoping to see Carter's name. Her heart sank when she saw Blair's name flashing on the caller ID.

"Hi B," Serena answered. She tried and failed to hide the disappointment from her voice.

"S, where are you?" Blair Waldorf demanded. Her voice was filled with concern. "Dorota said you left hours ago and then Gossip Girl –"

"She's right as usual," Serena interrupted. "I'm waiting at the hotel for Carter to come back." She waited for Blair to express her disapproval.

"I knew that Bree Buckley was nothing but trouble!" Blair cried, causing Serena to have to hold the phone away from her ear. "All that I'm from Texas and we drive tractors and marry our cousins and pretend to be nice people when – hey!"

"Serena." Chuck Bass' cool voice came through the phone as Blair continued ranting in the background. "Bree has already left New York and Nate tracked down her cousins. They claim to not know anything, but I have ways of making them talk. Not that _Baizen_ is worth the trouble," he added. As always, Chuck's disdain for Carter was evident in his tone.

"I was right about Carter too!" Blair shouted. Serena could hear her trying to get the phone away from Chuck. "I told you he cared about Serena! He's different with her!"

Serena sighed and felt like someone was twisting a knife in her heart. "Call me back if you hear anything." She pressed the button to end the call before Chuck or Blair could respond. She knew her best friend meant well, but listening to her defend Carter only made Serena feel worse. It was obvious to Blair how Carter felt about her. Even Chuck had felt the need to clue Serena in on what Carter had risked for her. She was the only one who had failed him.

"Carter, where are you?" Serena muttered. She didn't care that she was in the middle of a hotel lobby where people already thought she was some kind of psycho stalker. She needed to find Carter and tell him how sorry she was.

"Serena."

Relief washed over her at the sound of his voice. Serena couldn't stop herself from smiling as she whirled around to greet him. "Carter, thank –" She stammered and the smile faded from her face as she got a good look at Carter.

He was still wearing the clothes he'd worn to the wedding. His shirt was torn and covered in dirt. His hair was in disarray, but it was his face that stopped her heart. His left eye was nearly swollen shut under an ugly bruise. There was a cut under his right eye and both of his cheeks were covered in black and blue bruises.

"Oh Carter." Serena threw her arms around his neck and hugged him tightly. She heard him gasp with pain. "I'm sorry." She pulled back and Carter placed his hand over his ribs. "You need to see a doctor. I'll take you to the hospital," she offered.

"No." Carter took a step back from her. "I'm tired. I need to shower and burn these clothes."

His voice was cold and distant and Serena felt tears starting to burn in her eyes. She swallowed hard to keep the lump in her throat from bursting. "Carter, please. Tell me what happened," she pleaded.

"Fine," Carter snapped. His eyes were cold when they met hers. "Come upstairs." He turned and strode to the elevator without waiting to see if she followed.

Serena hurried to catch up with him. There was another couple waiting for the elevator and Carter ignored their curious stares. He didn't acknowledge Serena as they rode to his floor. He pulled out the key and held the door to his room open for her.

"Let me get some ice for your face," Serena offered.

"No," Carter replied coldly. He let the door slam and began unbuttoning his shirt. He tossed it at the trash can and went to pour himself a glass of scotch. He drank the shot and immediately poured another.

Serena could see there were dark bruises on his back and chest. She tried reaching for him again, but Carter refused to let her touch him and he kept his back to her as he sipped his scotch. "Carter, please see a doctor," she said.

Carter finally turned to face her and his blue eyes were ice cold when they met hers. "What do you want, Serena?"

His tone was like a slap. But Serena knew she deserved it. She had hurt him and she needed to fix it.

"I want to make sure you're okay and I want to tell you how sorry I am for not listening to you. Chuck told me that you stayed here for me," Serena said.

"Chuck told you?" Carter's eyes darkened. "I told you!" His voice was filled with bitterness. "I told you over and over again how much you matter to me. But I clearly don't matter to you."

"How can you say that?" Serena cried. Her eyes blurred with tears. "I've been so scared, Carter! You have to give me a chance to make this up to you."

"No," Carter snapped. "Look at me, Serena! I don't have anything left to give to you. You've taken it all and thrown it back in my face and like a fool I kept coming back for more. I'm done."

Serena bit her lip as the tears slipped down her cheeks. She had never seen Carter so angry. The way he was looking at her was even worse than when she'd hurt him. "Carter, please. I need you."

Carter shook his head. "I already told you that I'm not going to be your bad habit. I'm not going to be your safety net either." He reached out and cupped her face in his hands, softly brushing away her tears with the pad of his thumb. "I love you, Serena, but that's not enough for you." He dropped his hand from her face and walked to the door. "You need to go."

Serena was too stunned to speak. Carter opened the door and kept his eyes trained on the wall. Her brain was screaming at her to protest, but she knew Carter wasn't going to listen to anything she had to say. She had hurt him and there was no going back. She walked out of the room and Carter closed the door with a soft click behind her.

Serena wasn't sure how she made it back to the Waldorf penthouse. Everything was a blur once she left the hotel. Chuck and Blair had been waiting for her. She explained that Carter was back and then she went to the guestroom and closed the door to avoid answering their questions. She slipped off her heels, curled up on the king sized bed and began to sob uncontrollably.

* * * *

Carter stepped out of the shower and wrapped a towel around his waist. He was starting to feel halfway human again. His ribs were aching but he was fairly sure nothing was broken. He turned to the mirror and scowled at the reflection staring back at him. His bones weren't broken, but the rest of him was.

He laid his hands on the marble countertop and sighed as he thought about his night with the Buckleys. The hillbillies had gotten off on beating him like the overgrown schoolchildren they were. Carter knew he deserved their anger and he hadn't tried to fight back. Jilting Beth Buckley was the worse con he had ever pulled. Telling Serena about it had been the hardest thing he'd ever had to do – before tonight.

When he'd walked into the hotel and saw her standing there calling for him, Carter had wanted nothing more than to take her in his arms and never let her go. He had loved Serena van der Woodsen from the moment he'd laid eyes on her. It wasn't just her beauty. Serena was special. She wasn't perfect – just the opposite – she was deeply flawed, but so was he. They understood each other and Carter knew he could give her everything she could possibly want.

But she was never going to let him. As soon as she'd turned to him and thrown her arms around him, all he had thought about was her telling him to leave her alone at the wedding. Her family had been in crisis and she didn't want any help from him. She was never going to accept him or trust him or his feelings for her.

Carter had seen the hurt and shock on her face when he'd told her he loved her. He hadn't meant to say the words a loud. But the second he'd touched her face, Carter had known he had to get them out. He needed to say the words and then he needed to let her go. It was the only chance he had to turn his life around.

He forced himself to look at his reflection again. The bruises on his face would heal within a few days but he had much deeper wounds to deal with. Carter couldn't really blame Serena for not trusting him. He had done some despicable things. He had gambled away his trust fund and he had hurt everyone who had ever been close to him. He couldn't keep living this way.

As Carter stood in the hotel bathroom staring at his battered reflection, he vowed he would make something of his life. But he wasn't going to do it for Serena. Carter knew the only person he needed to prove anything to was himself. It would take time, but his feelings for Serena would fade.

The ache in his chest reminded him just how hard it was going to be to get over her.

* * * * *

When she woke up the next morning, Serena's eyes were swollen from crying. As soon as she opened them and saw the light flooding in through the blinds, the night came flooding back to her. Serena pictured Carter's bruised face and the cold look in his blue eyes as he told her it was over. She heard his voice in her head saying "I love you" over and over again. He loved her. Carter Baizen loved her and she had destroyed him.

"You're so selfish," Serena said. She thought about the people in her life. She had walked out on her mother because Lily wanted her to go to college. She barely made time to talk to Eric and things had been rocky between her and Chuck lately. Blair was the only person who she hadn't hurt recently, but she had certainly hurt her in the past. She couldn't remember the last time she'd had a conversation with Nate before she'd asked him to track town the Buckleys. No wonder Carter wanted nothing to do with her. She didn't deserve his love.

Before she could start crying again, there was a knock on the door and Blair came in without waiting for an answer. The smile faded from her pretty face when she saw the state Serena was in. Her hair was a disaster and her dress was wrinkled from sleeping in it. But the puffy eyes were what had Blair hurrying to the bed and wrapping her best friend in a hug.

"Oh S." Blair held her as tight as she could. "Tell me what happened."

"I ruined everything." Serena let the story pour out of her. By the time she finished, her eyes were filled with tears again.

"S, you need to stop this." Blair wiped the tears from her eyes and caught Serena's chin, forcing her to look at her. "You're Serena van der Woodsen. Are you really going to let something like this stop you?"

"Carter already made up his mind and I can't blame him. I would break up with me too."

Blair rolled her eyes. "He told you he loves you, Serena. He doesn't want to break up with you. He got beat up and his pride is wounded. He's trying to save face. You need to change his mind."

Serena could tell Blair was already cooking up a scheme. "Blair, no. I don't want to hurt Carter anymore than I already have."

"Serena!" Blair cried. Her brown eyes were wide with disbelief. "Since when are you a quitter? Do you want to be with Carter? Yes or no?"

"Yes."

Blair nodded/ "Then we will make that happen. First you need to shower and I'll have Dorota prepare some cucumber slices for your eyes. I'll find something for you to wear that will make Carter forget all about his pride and he will be begging you to take him back."

"Blair," Serena protested.

"Fine." Blair sighed dramatically. "You'll be the one doing the begging, but you can still look good doing it."

Serena nodded and got out of bed. "I want to make sure Carter sees a doctor in case his ribs are broken."

"That's not going to happen."

Serena and Blair both turned to the doorway. Chuck was leaning against the doorframe watching them.

"Chuck!" Blair crossed the room to him and put her hands on his chest. "We talked about this. Carter is good for Serena. Don't fight me on this." The warning in her tone was clear.

"It's not that." Chuck brushed his lips against her forehead and turned to Serena. "I just received a call. Carter checked out of the hotel early this morning."

Blair frowned. "Where did he go? He doesn't have any money," she pointed out.

Chuck's eyes were still focused on Serena's. She hadn't moved since he had come into the room. "Carter cashed in the plane ticket I gave him. I'm sorry, sis."

"We'll find him," Blair said reassuringly, even though there was panic in her eyes. "Chuck, call one of your private investigators to track him down. We'll find him, S."

"No," Serena said quietly. "Carter doesn't want to be found and we need to respect that."

"But S -" Blair started.

"No," Serena said. Her voice was firm now. "I owe this to Carter. Thank you both for your help." She quickly moved past Chuck and Blair and hurried to the bathroom. She closed the door and turned on the water in the shower. As the water began to heat up, Serena's legs gave out and she crumpled to the floor and sobbed.


	2. Chapter 2

**Author's Note: Thanks to everyone for reading! A special thanks to Katy for helping me along the way! Please review and let me know what you think.**

_Turning to face what you've become  
Bury the ashes of someone  
Broken by the strain  
Trying to fill that space inside_

Seven years later…

It was a beautiful spring night in Paris. The moon and stars were shining brightly in a clear sky over the city of lights. Even though it was nearly midnight, the cobblestone streets were still filled with people enjoying the gorgeous weather. Couples strolled hand-in-hand in the moonlight and basked in the romantic atmosphere the city was famous for. Tourists walked through the parks and paused to buy flowers from the street vendors before ducking into cafés or heading back to their hotels after a long day of sightseeing.

No one paid much attention to the girl with the long blonde ponytail who held the latest top-of-the-line digital camera in her hands as she knelt down beside the fountain outside the Louvre. She was dressed casually in jeans and a white top under a black leather jacket. She wasn't looking to be noticed. All she cared about was capturing some of the night's magic with her camera.

As Serena snapped a picture of a woman tossing a coin in the fountain, she heard the telltale beep that reminded her she was nearly out of memory. She took a few more pictures of the people and the night before she spotted exactly what she was looking for. There was a woman standing near the pyramid looking up at the night sky. The light of the pyramid bounced off her face and reflected the awe shining in her eyes as she took in the beautiful sight. Serena captured the moment and the display on her camera told her that was the end of her memory card.

She smiled to herself as she tucked her camera back into her purse and decided it was well past time to head home. The charity gala she had been paid to cover for a local magazine had ended just after ten. Serena had changed out of her gown and planned on heading straight back to her apartment to work on transferring the pictures to her computer. But the gorgeous night had practically begged to be photographed and she had gotten lost in it.

Serena decided against taking any of her usual shortcuts to get back to her apartment and hailed a cab. She knew if she kept walking through the city she would be tempted to put her backup memory card in her camera and would spend the next six hours taking pictures when she really needed a good night's sleep.

As the cab weaved through the streets, Serena leaned back against the seat and marveled at the fact that she'd been living in Paris for almost six years. It had been seven years since she had left New York. Ursula had been offered a movie that was filming in London and had asked Serena to join her. Serena had only been working as her publicist for a few weeks, but the timing of the offer couldn't have been better. Her mother had just gotten married and most of her friends were busy with college. Serena had decided it was a good time to get out of New York and try and put the past behind her.

Being on a movie set had turned out to be rather dull. Serena had spent most of her time running silly errands for Ursula and wondering whether or not it ever stopped raining in London. She had been depressed and homesick and she had been ready to throw in the towel and head back when Ursula had surprised her with a new camera to thank her for her hard work.

Serena had been used to being the person photographed and it had been fun to be the one behind the lens for a change. She played around with the camera settings and took as many pictures as she could. She had been sitting on the sidelines of the set looking at pictures she had taken on her laptop when one of the production editors had told her she had a good eye. He suggested Serena send some of her photos to local magazines to see if they were interested in publishing them. She figured she had nothing to lose and sent some pictures she had taken of Buckingham Palace to a travel magazine. The magazine had offered her a freelance job.

"Mademoiselle?" The cab driver's voice pulled her back to reality. Serena thanked him and handed him the fare as her building's doorman held open the cab door for her.

"Thanks Pierce," Serena said. She smiled as he held open the building door and Serena quickly jogged up the three flights of stairs to her apartment as her mind shifted back to her job. Freelance photography had worked out well for her. She had traveled across Europe taking pictures of the famous landmarks and the not-so-famous places that people tended to overlook. She made a name for herself and began to get offers from other publications.

But after nearly two years of being a nomad, Serena had decided to make Paris her home base. There were always new people and events waiting to be photographed and she loved having a place that was just hers. She unlocked the door and reached for the light switch. The apartment was small compared to most of the hotel rooms she had stayed in, but it was big enough for her.

She walked through the small living room and tossed her bag on the couch along with her leather jacket. She went into her bedroom and didn't bother turning on the light. Instead, she opened the blinds and looked at the Eiffel Tower glowing in the night. She never grew tired of the view.

Serena plugged her phone into the charger and kicked off her shoes. She thought about taking a shower, but decided against it and crawled into bed with her clothes on. She would just rest for a few minutes and then start processing her pictures.

* * * *

_Serena was walking along a beach under an endless blue sky. The warmth of the sun felt good against her bare arms and a soft breeze from the crystal blue water blew the hem of her green sundress around her legs. Her hair was down and bounced in soft waves over her back as she made her way across the white sand. She was barefoot, but she barely noticed the warm sand tickling her feet. She was focused on getting to their special spot where he would be waiting for her._

_She could see the blanket spread out in the sand. As she got closer, she saw the wicker basket was open and a plate of fresh fruit was sitting beside it. There was another plate of sandwiches and a bottle of wine with two glasses. Serena smiled as her heart swelled with love. Everything was perfect. _

_Serena turned and saw him walking toward her. His white button-down shirt was open to show off his tan. Her heart skipped a beat and her breath caught in her throat as she waited for him to get closer. The sun cast a shadow across his face and she couldn't see him clearly. As she tried to get closer to him, she heard her phone ringing. Serena reached down, but her dress had no pockets and she wasn't carrying her purse. _

* * * * *

The ringing grew louder and Serena felt herself slipping out of the dream. She fought to stay asleep, but the ringing phone persisted and the dream grew hazy as her mind started to wake up. She still felt the sunshine on her skin and realized it was coming through the window. She groped for her phone without opening her eyes and managed to bring it to her ear.

"Hello?" Her voice was groggy with sleep.

"Serena!" Blair's frantic shout startled her and Serena nearly dropped the phone.

"Blair?" Serena kept her face buried in the pillow to try and avoid the harsh light streaming into the room.

"Yes, Blair!" Her voice rose with irritation. "What is the matter with you, S? Were you sleeping?" she cried in outrage.

"Uh-huh," Serena muttered. She forced herself to open one eye and see what time it was. The large green numbers on her clock told her it was nearly noon. She sat up quickly. How was it possible that she had slept for almost twelve hours? Serena cursed herself for not setting an alarm. She had to get the pictures from the gala processed and sent to her editor.

"Serena, are you listening to me?" Blair's demanding voice brought her back to the conversation and reminded her that she had not been listening to her best friend.

"I'm sorry, B." Serena forced herself to focus and realized it wasn't even six a.m. in New York. "Why are you awake? Is something wrong?"

"Welcome to the conversation," Blair snapped. "I'm getting married next week and I'm having a crisis! I need you to come to New York."

"What happened?" Serena asked. "Did you have another fight with your wedding planner?" She got out of bed and went to her small breakfast nook where she kept the coffeemaker.

"Helena? I fired that useless twit months ago!" Blair cried. "This is exactly why I need you here!"

Serena started the coffee and tried to remember if Blair had told her about firing Helena. She had disliked the wedding planner almost immediately after Helena had tried to make a suggestion about flower arrangements. Blair had every last detail of her dream wedding planned and there was not a person alive who could change her mind about any of them.

"Blair, I'm coming next Thursday so I'll be there for the rehearsal dinner on Friday," Serena reminded her.

"That's not good enough!" Blair cried and Serena could see her pouting all the way across the Atlantic. "S, please come now. You're my maid-of-honor and I need you by my side."

"And I will be there," Serena assured her. "I would never miss your wedding."

"Just the details and everything leading up to it! The only time we've spent together was when we were dress shopping months ago and I came to you," Blair pointed out. "You should be here holding my hand and calming my jitters."

"Jitters?" Serena rolled her eyes and reached for her coffee mug. "Come on, B. You and Chuck have been inseparable since graduation and you've had all the details planned since he slipped the ring on your finger. You don't have jitters."

Blair sighed dramatically. "Fine, I'm not nervous about marrying Chuck and I know it will be the biggest event the Upper East Side has ever seen. But I still want my best friend here so we can spend time together before the rehearsal dinner. Please, S?"

Serena started to protest, but she heard the genuine plea in Blair's voice and she knew she couldn't say no. Serena had been putting off going back to New York until the last possible minute and she realized she wasn't being fair to Blair. She was her best friend and she should be with her the week before her wedding.

"You're right. I have some work to do, but I will be on a flight tonight," she said.

"Really?" Blair asked hopefully.

"Really," Serena replied. She poured her coffee and carried it back into her bedroom so she could stare out the window at the Eiffel Tower. "I miss you, B. I miss Chuck and Eric and my mom and Rufus."

Blair squealed. "I'll have Dorota make all the arrangements. I'll call you back." She hung up the phone without waiting for a response.

Serena laughed. She really did miss her friends and her family. A few extra days in New York would be good for her. It was time to go home.

* * * *

It was nearly six p.m. in New York City and Chuck sat in his office at Bass Industries waiting for his last appointment of the day. The company had flourished under his control for the last seven years and the shareholders had nothing but praise for him. Not only had he accomplished his goal of making his first million at a younger age than his father, he had managed to gain the respect and full confidence of the board in the process. They finally saw him as a legitimate businessman and a strong leader and not as an out of control teenager who was just trying to be his father.

For years, Chuck's pet project had been opening his speakeasy clubs across the country after the success of the Manhattan club. Word of mouth had spread and hotels had practically started begging Bass Industries to open clubs on their properties. Revenue had gone through the roof each time a new club opened.

But Chuck had grown restless and decided it was time for a new venture. Clubs were easy. He wanted a challenge and had found one in the restaurant business. New restaurants were notorious for being bad investments and upscale eateries were even harder to start up. Chuck had gone through countless proposals before finding the right one for Bass Industries to put its money and name behind.

The concept for the restaurant had intrigued Chuck. It was upscale fine dining with a Mediterranean flair. The food, the design, the color scheme – everything right down to the silverware – was geared toward making the diners feel like they were on a Mediterranean vacation instead of in the middle of downtown Los Angeles.

It had been a risky investment and Chuck had taken a huge gamble with the company's money. But it had paid off. The restaurant became a celebrity hotspot and Bass Industries had made millions off the initial investment.

The LA restaurant had opened three years earlier and now the owner wanted to open a second location in New York. Chuck had been looking forward to finally meeting his business partner in person. He wanted to take a much more hands on approach with the new location.

The intercom buzzed and Chuck's secretary announced his appointment had arrived. He instructed her to send him back and swiveled in his chair to glance over his notes. The door to his office opened and Chuck stood up and turned to greet his new partner.

"I'm Chu –" He stopped short and scowled at the man standing in his office. "You."

"Me," Carter replied with a satisfied smirk. He had been looking forward to this moment for months. The look on Chuck's face when he realized he was his partner was exactly what he'd expected.

"You are the owner of Kallistĕ? Who did you screw over to make that happen?" Chuck demanded.

Carter ignored his question and took the chair across from Chuck's desk. "It's been too long since we've had a face-to-face chat."

"I never would have agreed to this had I known you were involved." Chuck continued to scowl as he settled back into his own chair.

"That's why I kept my name off the proposal and had you meet with my assistant when you came to LA," Carter said. "But we're both adults, Chuck. I think we can handle being in the same room."

"Don't be so sure," Chuck muttered coolly. "Why now?"

"I'm ready to return to New York."

Chuck raised an eyebrow. "Why now?" he asked again.

"California is beginning to bore me and I missed that winning smile of yours," Carter replied with a smile.

"Are you running from the law? Or another jilted woman? My PI will find out," Chuck warned.

Carter's face became serious and irritation flashed in his blue eyes. "I'm the owner of a legitimate business that I'm interested in expanding. If Bass Industries is not interested in investing, I will find someone else who is."

"I don't trust you and I do not like you."

"You're not my favorite person either," Carter pointed out. "But this is a business deal. That's a language we both understand." He rose from his chair and held out his hand to Chuck. "Unless of course you're too scared."

"Hardly." Chuck stood as well and shook Carter's hand. "I'll be keeping a close eye on you Baizen."

"When do you want to get started?" Carter asked.

Before Chuck could respond, the door opened and Blair breezed in. "I've got good news!" she cried excitedly. She stopped short when she saw Carter. "What's going on?"

"Apparently Carter and I are having a business meeting," Chuck replied dryly.

"Waldorf," Carter greeted her. "Or is it Bass now?"

"Not yet, but it will be next week," Blair replied. She walked around the desk to stand beside Chuck. "Why didn't you tell me you were meeting with Carter?"

"It was a surprise to me as well." Chuck pressed his lips against hers. "What's the good news?"

"The caterer called to confirm the menu for tomorrow night. Everything is all set. Isn't that great?" Blair asked.

"Yes," Chuck replied. He knew his fiancée would not be overly excited over a menial confirmation. He also understood why she wouldn't want to elaborate in front of Carter.

"Baizen, I'll be in touch. Where are you staying?"

"The Plaza," Carter replied.

Blair couldn't hide her surprise. "You're staying at the Plaza? How long will you be in the city?" she asked.

"Indefinitely. I have a new restaurant to open," Carter replied. "It was nice to see you." He turned to leave.

"Wait!" Blair cried.

"Yes?"

"Tomorrow night my mother is having a pre-wedding soiree for Chuck and me. We would love for you to join us," Blair said.

"We would?" Chuck muttered.

"Yes." Blair sent Chuck a warning look that told him this was non-negotiable. "Carter is back and we should welcome him, especially if you two are going to be working again." She turned back to Carter. "Please come."

Carter nodded. "I'll see you both tomorrow night."

"Can't wait," Chuck said. He waited for Carter to leave and then wrapped his arms around Blair's waist. "Would you like to explain?"

"Serena's coming home," Blair replied excitedly. "That's what I wanted to tell you. She'll be here for the party."

"Why would you invite Carter? He's the reason she left," Chuck reminded her.

"I know that," Blair replied exasperatedly. "I want Carter to see how great Serena's life is and how happy she is without him."

"Are you sure Serena will want to see Carter? Things did not end well."

"That was a long time ago. S will see Carter and realize that she's better off without him and there's no reason for her not to come back to New York." Blair's smile faded. "I want my best friend back permanently."

"I hope you're right," Chuck said. He had his doubts, but he knew there was no point in trying to change her mind. He nuzzled her neck. "What do you say we get out of here?"

Blair smiled as a familiar chill went down her spine. "The limo is waiting."

* * * * *

Carter slipped into his waiting car and told the drive to take him back to the hotel. The meeting with Chuck had gone better than he'd anticipated. Chuck Bass was many things, but stupid was not one of them. He knew Kallistĕ was a goldmine and he wasn't going to pass up the investment opportunity even if he did still hate him.

It was nice being back in New York. Carter had been telling the truth when he'd told Chuck he was bored in California. The laidback pace was dull and the people were even worse. The new money Hollywood types were even worse than the New York bluebloods. He had been itching to get out of LA and now he was finally back where he belonged.

Carter wasn't sure why he had agreed to Blair's offer. He knew she had some sort of ulterior motive because Blair Waldorf always had an ulterior motive when it came to him. But he was curious. Plus, it annoyed Chuck, Carter thought as a smile played across his lips. He would be an adult and he would work with Chuck because it was the best move for his restaurant. But that didn't mean he wouldn't mess with his head every now and again. He was entitled to have some fun.

Despite his best efforts, Carter found himself thinking about Serena. He knew she didn't live in the city anymore and that was fine with him. He imagined she would be there for the wedding, but he had no intention of seeing her or being anywhere he might accidentally run into her. She was out of his life and he planned on keeping it that way.


	3. Chapter 3

**Thanks to everyone for reading and a special thanks to Katy for all her help along the way! Please review and let me know what you think.**

_Feeling the moment slip away  
Losing direction you're losing faith  
You're wishing for someone  
Feeling it all begin to slide_

_Serena was on a beach again. She was still wearing the green dress, but the sun had set over the horizon and the sky was a beautiful mix of pink, purple, blue and orange as day faded into night. The breeze from the water teased her long hair, but the air was still warm as she sat on the blanket and watched the sea lap gently against the shore._

_She was relaxed and happier than she'd ever thought possible. Serena smiled to herself as their day played over in her mind. Everything was so perfect. She wondered if somewhere deep inside she had always know that it could be like this. _

_His lips brushed her temple and she snuggled closer to him, closing her eyes and resting her head against his bare chest to listen to his heartbeat. He enveloped her in his arms and asked if she wanted to go back._

"_Not yet," Serena whispered. "Not yet."_

* * * *

"Serena?" Lily Humphrey stood in the doorway and peered at her sleeping daughter. She had arrived in New York early in the morning after leaving Paris in the late afternoon. The jet lag had kicked in shortly after. Lily had suggested she take a nap before Blair's party.

Serena heard her mother's voice and slowly opened her eyes. The dream was already becoming hazy as her confused brain tried to figure out where she was and why her whole body seemed to be protesting the simple act of moving. She stretched her arms over her head and pulled herself into a sitting position.

She was in her old room in the penthouse. Serena turned to her mother. It had been really nice to find Lily and Rufus waiting for her at the airport. She hadn't realized how much she'd truly missed them until that moment. Her turbulent relationship with her mother was finally healed thanks to time, distance and most importantly, Serena growing up and realizing just how much her mother loved her.

"Are you feeling better?" Lily asked. She came into the room and sat down on the edge of the bed.

"Ask me in a few minutes," Serena replied. "I think most of my body is still asleep."

"Jet lag will do that. Blair called to say she's already at Eleanor's and you're welcome to join her as soon as you're ready," Lily said.

Serena nodded and pushed her hair back from her face. "Will Eric be there tonight?"

"Yes, he's looking forward to seeing you. Chuck's been keeping him quite busy at Bass Industries," Lily commented.

Serena laughed. "I still can't believe Eric went to work for Chuck after Harvard." Her little brother had decided to attend business school and it turned out he had a knack for numbers and finance. He had received offers from several high profile Fortune 500 companies when he had graduated. He had accepted a lucrative offer from Chuck and had been his top finance consultant ever since.

"The two of them are unstoppable together," Lily said. Her voice was filled with pride for both of her sons. "The board is extremely pleased."

"As long as they're happy, I'm happy for them. Especially if I don't have to hear about numbers or acquisitions or any of that other business stuff," Serena said.

Lily laughed. "You always more interested in the creative. It's nice to have you home, Serena."

"It's nice to be here," Serena replied honestly. "But if I don't take a shower and head over to Blair's soon, she's liable to send out a search party."

"Yes, and I'm sure Dorota already has plenty to do." Lily stood up. "Rufus and I will be there as soon as the gallery closes."

Serena nodded. "It will be nice to see everyone again."

* * * *

After showering and changing into the dark blue Dior dress she had bought for the occasion, Serena decided to walk the few blocks to the Waldorf penthouse instead of bothering with a cab. It had been a long time since she'd been in New York and she had forgotten just how much she loved the pulse of the city.

She knew she could spend hours – even days – taking pictures and she still wouldn't be able to capture the essence of what made the city so amazing. Of course, that wasn't going to stop her from trying. She had left her camera behind tonight because she knew Blair would kill her if she got distracted, but she planned on taking full advantage of being in the city over the next week. Serena was happy she'd let Blair talk her into coming back early.

The doorman greeted her by name and Serena felt a fresh wave of excitement as she pressed the elevator button for the Waldorfs' penthouse. She remembered the countless times she had come here over the years to see her best friend. The good, the bad, the ugly and the downright awful – they had been through everything and then some together – and they had come through it with their friendship stronger than ever.

Blair stood in the foyer dressed in a white silk robe impatiently waiting for the doors to open. The moment they did, Blair and Serena threw their arms around each other and squealed in a way that only girls can.

"S, I'm so glad you're here! Come upstairs, so I can get ready," Blair said, slipping back into full Queen Bee mode. She took Serena's hand and pulled her toward the stairs.

Serena just laughed as she followed Blair up the stairs and into her bedroom. Blair had moved in with Chuck years earlier and her room was the same as it had been when they were teenagers. "I missed you, B."

"You should have come back to New York sooner," Blair replied. She sat down in front of her vanity and reached for her mascara.

Serena sat down on the bed, careful not to wrinkle her dress. "How's Chuck?"

Blair smiled at the mention of his name. "Wonderful," she said dreamily. "He should be here soon. He had some things to take care of at the office first."

"My mom mentioned business is good."

"Extremely," Blair confirmed. She finished her eye makeup and selected lipstick. "But forget that. Are you seeing anyone?"

"Wow, it hasn't even been five minutes. That might be a new record," Serena teased. Blair was constantly grilling her about her love life. Or her lack of love life, to be more accurate.

Blair turned away from the mirror to face Serena. "You know I only want you to be as happy as Chuck and I are."

"I know, B, but a relationship is not a priority for me right now," Serena said. Images from her dream flashed through her mind and she quickly shoved them aside. "And I am happy."

"Good," Blair said. She flashed Serena her best smile. "I think it's going to be really great for you to catch up with everyone tonight and show them just how happy you are."

"I can't wait," Serena said.

* * * * *

By nine o'clock, the penthouse was filled with guests and Serena found herself wondering who exactly Blair wanted her to catch up with. Aside from her family and Blair's, most of the guests were friends of Eleanor's or society women who served on various committees with Blair. The rest of the guests were business associates of Chuck's. Serena didn't really know anyone and it made her realize just how out of touch she'd become with the Upper East Side. While Blair and Chuck greeted their guests, Serena slipped into the den to check her messages.

Her editor had called to praise the pictures she had taken at the Louvre. She offered her another job covering an event in two weeks. Serena checked the calendar on her phone to see if she was free. She started to return the call when she heard a loud cough from the doorway.

"I never thought I'd see the day Serena van der Woodsen would be hiding from a party."

An easy smile spread across her face as she turned to see Nate Archibald grinning at her. "Nate!" She stuffed her phone back in her purse and went to hug him.

"It's good to see you," Nate said. He eased back from the hug and looked at her. "You look great."

"So do you." Serena couldn't remember the last time she'd seen Nate. "How is DC treating you?" she asked. After college, Nate had accepted a job in his cousin's senate office. He had quickly made a name for himself in the political world as a top campaign advisor and spin doctor. Most people assumed he would run for office himself one day, but Nate preferred working behind the scenes.

"Cutthroat as usual," Nate replied. "I just came from the office."

"No date tonight? Blair tells me you still top all the eligible bachelor lists," Serena teased. When Blair wasn't harping on Serena's love life, she was complaining about Nate's. He had not lost his reputation for being a womanizer and Blair was always grumbling about his latest conquests.

"Blair exaggerates. I'm sure you're not as lonely as she makes it sound like you are," Nate commented.

Serena laughed even as she felt a familiar pang in her chest. "Blair thinks I'm lonely because I haven't dated anyone recently."

Nate nodded. "Blair thinks I'm one step away from being a gigolo. We all have our crosses to bear," he said dryly.

Serena laughed again. "It's great to see you, Nate."

"You too, Serena. Why don't we join the rest of the party before Blair wonders what we're up to?" Nate suggested.

"Good idea," Serena agreed. She followed Nate back into the living room. He excused himself to speak to one of Chuck's associates and she helped herself to a glass of champagne before heading off in search of Blair.

As she made her way through the crowded room, Serena wondered if Nate was the person Blair wanted her to catch up with. It would be just like Blair to try and play matchmaker. She was going to have to set her straight. She loved Nate, but she'd never had those kinds of feelings for him. Serena doubted he planned on settling down anytime soon either. She knew Blair meant well, but the last thing Serena wanted was to be part of one of her schemes. They had a tendency to backfire.

Serena was so busy with her thoughts that she forgot to watch where she was going and walked right into someone. She stumbled as she bumped into a hard chest and the hand holding the champagne glass faltered. Before the glass could go flying, a hand closed over her wrist to steady her.

"I'm so sorry!" Serena apologized. She looked up to see who she had nearly doused with champagne and for a moment the world around her came to a halt when her eyes met Carter's.

She forgot all about the champagne and his hand on her wrist and the other people in the room and she simply stared at him. Suddenly she was eighteen again as she remembered the look in his eyes when he'd told her he loved her while he brushed her tears away and then he'd told her to get out. He had walked away and her heart had shattered.

Serena knew she should say something, but she didn't trust her voice. Her ears were filled with the beat of her frantic heart pounding in her chest. After all these years, Carter was standing in front of her. He hadn't changed much, Serena thought. He wore a light gray suit over a white shirt with no tie. His hair was mussed and spiky instead of slicked back and his jaw was lined with stubble.

"Carter." Her voice sounded unsteady in her head.

"Are you all right?" Carter asked.

"Yes," Serena replied. She still couldn't look away from his penetrating gaze. "I wasn't watching where I was going." She ordered herself to get a grip and talk to him. She had so many questions for him and there were so many things she wanted to tell him. She remembered the den was empty.

Before Serena could suggest they go there to talk, Carter dropped his hand from her wrist. "No harm done. Excuse me."

As Serena stood in disbelief, Carter turned and exited the way he had come in. He saw Blair watching him as he walked through the foyer to the elevator, but she was talking to one of Eleanor's friends. He pressed the button and prayed that it would open before she was able to break away from her conversation. The last thing he wanted to do was hear what she had to say.

"Leaving already?" Chuck asked, seemingly materializing out of nowhere to stand beside Carter.

"You two really are quite the team," Carter muttered. He could see Blair trying to excuse herself from the woman she was talking to out of the corner of his eye. He met Chuck's gaze. "Tell Blair thanks for the invite but I'm not interested in playing this game."

"What game would that be exactly?" Chuck asked as the elevator doors opened.

"Call me when you're ready to talk about the restaurant," Carter replied. He stepped into the elevator and pressed the button to close the door behind him. He heard Blair call his name, but it was too late. As the elevator began to descend, Carter let out the breath he'd been holding since he had seen Serena moving through the crowd.

He had known Blair was up to something when she had extended the invitation to him. Carter was irritated with himself for not being better prepared. The moment he'd stepped off the elevator, Blair had greeted him with a knowing smile. She had wanted him to see Serena, but Carter was fairly certain Serena had not been expecting him. He had seen the genuine surprise and confusion in her eyes. He didn't know what kind of game Blair was playing, but Carter knew he wanted no part of it. Seeing Serena again had brought back memories he preferred to forget. That part of his life was long over and he had no intention of going back.

Even if Serena van der Woodsen was still the most beautiful girl he'd ever seen.

* * * * *

Serena stood in Blair's dark bedroom and stared out the window at the Manhattan skyline. Carter walking away from her played on an endless loop through her mind as she fought back tears. He'd acted like she was a clumsy stranger who had bumped into him instead of the girl he had once loved. She placed her hand over her aching heart and wished she were back in Paris looking at the Eiffel Tower from her own bedroom window.

"S, there you are! Why are you standing in the dark?" Blair asked. She flipped on the light and saw Serena trying to brush away her tears. "What did Carter do to you?" she demanded. She led Serena to the bed and pulled her down beside her. "Talk to me, please."

"He acted like I was a stranger," Serena said. She ignored the tears that slipped down her cheeks. "It's been seven years, Blair and he still hates me."

Blair frowned. "Who cares what Carter Baizen thinks? You've done fine without him. I invited him so he could see how happy you are without him." Blair expected a smile, but instead Serena began to shake with sobs. Blair quickly put her arm around her shoulders. "S, you're scaring me."

"I'm sorry," Serena apologized through her tears. She finally understood Blair's plan for the evening. Blair knew Carter was the reason Serena had left New York, but Serena had never told her best friend the entire truth.

"Don't be sorry," Blair said. "But I am confused. I thought you got over the thing with Carter ages ago." She didn't think Serena had even mentioned Carter's name since she had left for Europe.

Serena shook her head. "I never got over it. I ran away and hid in Europe. I didn't want to come back to New York because being here reminded me how I ruined everything." She couldn't believe she was finally saying the words out loud after all the years of keeping her true feelings bottled inside.

Blair took a minute to process what Serena was saying. "So all this time you've been pining for Carter? S, why didn't you tell me?"

"I don't know," Serena admitted. She took a deep breath and brushed away her tears. "I'm the one who screwed up. I thought I should have to live with the consequences myself."

"That's silly, S. You know I would do anything for you," Blair pointed out.

"I know and I love you for that, B, but there's nothing anyone could do. Carter had left town and I tried to move on, but I couldn't," Serena said.

"S, don't take this the wrong way, but are you sure? I mean Carter is not the first guy to fall in love with you," Blair pointed out.

"Yes, he is," Serena said. She bit her lip as the throbbing ache in her heart nearly brought her to tears again. "It was different with Carter than it was with Dan or anyone else. Carter knew the real me. He knew the bad things I had done and he loved me anyway. He never tried to change me and he never judged me. All he asked was that I do the same for him and I was too selfish to give him that one thing."

"We can fix this," Blair said. "Carter is working with Chuck to open a restaurant. He told me he's going to be in New York indefinitely. Come home, Serena. It's not too late to get Carter back."

"No," Serena said. She recognized the look in Blair's eye and knew she was already plotting their first move. "Carter looked at me like he didn't know who I was. I can't go through that again."

"But S -" Blair started to protest but Serena held up her hand.

"I love you for trying, Blair, but you can't fix this. As soon as your wedding is over I'm going back to Paris," Serena said.


	4. Chapter 4

Author's Note: I am so sorry it took me so long to update! I had a horrible case of writer's block. Thank you all for the reviews. I hope you continue to enjoy the story. As always, thanks to Katy for being awesome.

_All the things you do - can't help myself_

"**Gossip Girl here. We've got less than a week until our little Queen B makes it official with everyone's favorite former Lothario turned CEO. But that's not the biggest piece of news on this fine morning. Guess who is finally gracing us with her presence after all these years? S has returned from her European extravaganza to be at her best frenemy's side for the big day. So what is she doing sitting on a bench in Central Park all by her lonesome? Strawberry Fields forever, anyone?"**

Serena was up and out of her mother's apartment early the morning after Blair's party. She had gotten very little sleep and had spent the night tossing and turning in her bed until the sun came up. She had slipped out quietly, not wanting to wake Lily and Rufus, with her camera in her bag and every intention of spending the day taking pictures.

Central Park had been her first stop. She had settled on a bench to watch tourists discover the Imagine tribute before walking through Strawberry Fields. It was the perfect spot for reaction shots as the shrine never failed to bring out various emotional responses in people.

But she had been sitting on the same bench for over an hour and her camera was still tucked away in her bag because her heart and her mind were not in it. She couldn't stop thinking about Carter. She had avoided coming back to New York for so long because she had been afraid to confront the memories of their brief time together. Coming face-to-face after all these years and having him reject her was worse than any nightmare scenario she had imagined.

The worst part was knowing that it was all her fault. Carter had loved her and she had screwed everything up by not believing in him. Even after seven years, Serena could not get over how selfish and self-righteous she had been. How many times had people forgiven her for the terrible mistakes she had made? Why couldn't she have done the same for him? Why couldn't she have just trusted him and his feelings for her?

"S, what are you doing?" Blair's demanding voice brought her out of her head and back to the present.

"Hey." Serena smiled at her friend. "Are you here to feed the ducks? Where's Dorota?"

"I was looking for you," Blair replied. She pulled out her cell phone and showed Serena the text from Gossip Girl. "It looks like you're back on her radar."

Serena scowled and hit the delete button before handing the phone back to Blair. "I guess it was too much to hope that she had managed to get a life after all these years."

"Are you kidding? She's as bad as ever." Blair put the phone back in her purse and sat down beside Serena. "You didn't answer my question. What are you doing here? Are you sulking over Carter?"

"I'm not sulking," Serena said. She sighed. "But I was thinking about Carter," she admitted.

Blair's expression softened. "S, when did you and Carter get so close? What happened that summer after graduation?"

Serena shrugged. "A lot of stuff happened." She could see that Blair was listening and decided it was time to tell her best friend everything. "He was helping me find my father. We were in Europe after Fiji was a bust. I was frustrated and sad and he was there for me."

"Okay," Blair said, as she struggled to understand. "But there has to be more to the story. How did you go from being grateful for his help to thinking Carter might be the one person you can't live without?"

Serena smiled at the memory. "There was this day we spent together in Greece."

"Tell me the whole story," Blair urged.

* * * * *

_Santorini, Greece – July 2009_

_Serena walked along a beach under an endless blue sky. The warmth of the sun felt good against her bare arms and a soft breeze from the crystal blue water blew the hem of her green sundress around her legs. Her hair was down and bounced in soft waves over her back as she made her way across the white sand. She was barefoot, but she barely noticed the warm sand tickling her feet. She glanced at the note in her hand that Carter had slipped under her door asking her to meet him at the spot they had discovered on their last trip to the island._

_This trip wasn't turning out to be much better, Serena thought. Her father's trail had gone cold after they had traced him back to Greece. She didn't understand how he always managed to be three steps ahead of them. Did he know she was looking for him? Was he purposely trying to hide from her? The thought brought the familiar ache back to her chest and she quickly pushed it aside. Of course he didn't know she was looking for him. If he did, he would want to see her. She was his daughter._

_Serena reached the spot and was surprised to see a blanket spread out in the sand. As she moved closer, she saw a wicker picnic basket and a bottle of wine with two glasses beside it along with a large plate of fruit. She peered into the basket and found sandwiches and Tupperware containers filled with the hotel chef's specialties. _

_She turned at the sound of footsteps and saw Carter coming towards her. He was dressed casually in light gray pants and a white button-down shirt that hung open and showed off his tanned skin. Serena couldn't help admiring his muscled chest. Carter had definitely grown up since the last time they had been here._

"_Hey beautiful," he said lightly._

"_Carter, what is all this?" Serena asked._

"_This is lunch." Carter took her hand and brought it to his lips before leading her to the blanket. "I had the chef prepare some of his specialties and the fruit is from that little market you like to stop at."_

_Serena was confused. "Why did you do this?"_

"_I did it for you," Carter replied. He tucked a piece of hair behind her ear and rested his hand on her cheek. "I know this trip has been rough for you and I wanted to remind you that Greece can be special. But mostly, I miss seeing you smile."_

_Serena was touched. "Carter." She placed her hand over his and entwined their fingers. "I appreciate everything you've done for me. You've more than made up for what happened the last time we were here."_

_Carter's face became serious again. "Serena, you have to know I never expected to get caught. I really thought that boat was the quickest way to get you to your father."_

"_I know that. You didn't have to keep looking for him after I blackmailed you into leaving New York, but you did." Serena chewed on her lip. "I'm sorry I used it against you."_

"_I deserved it," Carter replied. He dropped his hand from hers. "I'm sorry about Blair. I let my need to destroy Chuck cloud my judgment."_

"_Blair is okay now," Serena said. She reached for Carter's hand. "We're okay too," she assured him._

"_I want to be more than okay," Carter said. He caught her face in his hands and lowered his lips to hers._

_The kiss was nothing like the ones Serena remembered from the last time they had been together. The kiss was soft and slow and Serena felt it from the top of her head all the way down to her toes. _

_He pulled back and touched his finger to her lips before she could say anything. "Why don't we have lunch?" he suggested._

"_Okay," Serena agreed._

_* * * * *_

_The sun had set over the horizon and the sky was a beautiful mix of pink, purple, blue and orange as day faded into night. The breeze from the water teased her long hair, but the air was still warm as she sat on the blanket and watched the sea lap gently against the shore._

_She was relaxed and happier than she'd thought possible when the day had began. Serena smiled to herself as their day played over in her mind. Everything had been so perfect. For once, they hadn't been talking about her father or the next step in trying to find him. Instead, they had simply talked. They had filled each other in on what had happened in their lives while they had been apart. Serena told Carter about her dream of going to Brown and he told her how much he wanted to own his own business and be free of his trust fund brat label. They had walked on the beach and played in the surf and just enjoyed the moment. _

_Serena had realized how comfortable she was with Carter. He understood her and he never tried to get her to be someone she wasn't. He just accepted that she wasn't perfect because he wasn't perfect either. But somehow when they were together, it seemed like everything could be perfect. She wondered if somewhere deep inside she had always know that it could be like this with him._

_His lips brushed her temple and she snuggled closer to him, closing her eyes and resting her head against his bare chest to listen to his heartbeat. His arms closed around her and she felt safer than she had in a long time._

"_What's going on in that beautiful head of yours?" Carter asked._

_Serena gently pulled out of his arms so she could look into his eyes. "Carter, this day has been amazing. Thank you."_

"_You don't have to thank me," Carter said. His stroked her hair. "There's nothing I wouldn't do for you, Serena."_

_She smiled as her heart swelled in her chest. She laid her lips on his, brushing her fingertips over his face and into his hair. Her lips parted and his tongue found hers, deepening the kiss until everything but him drained from her mind. For the first time in a long time, Serena knew exactly what she wanted._

"_Let's go back to the hotel," Serena said._

_Carter's eyes met hers. "Are you sure?"_

_Serena smiled and kissed him again. "Completely," she whispered against his lips._

_* * * *_

"Wow," Blair said in disbelief when Serena was finished. "I never would have pegged Carter Baizen for the romantic type."

"Says the girl who is marrying Chuck Bass," Serena teased as she wiped away the tears that were threatening.

Blair rolled her eyes and ignored the dig. "You came back to the city without Carter and then did everything you could to avoid him. Did he do something?"

Serena chewed on her lip as she remembered how stupid she had been. "He tried to stop me from making a fool out of myself to get my father's attention. He kept telling me I didn't need it, but I didn't want to listen and I wasn't going to let him stop me. So I left in the middle of the night. When we were back in New York, Carter tried to show me how much he cared about me and I ruined everything. You know the rest," she said.

"I also know that it doesn't have to be over. S, you and Carter are both here," Blair pointed out.

"B, please. I can't go through this again. I'm going to do whatever it takes to avoid Carter for the next week and then I'm going back to Paris," Serena said firmly. It was the only way.

"Okay," Blair agreed. She glanced at her watch. "I'm going to be late to meet my mother. Let's have dinner tonight, just the two of us. I promise no Carter talk."

"That sounds great," Serena agreed.

"I'll meet you at the Palace at eight. I'll have Chuck reserve the private room for us." Blair stood up and pulled her phone from her purse. She waited until she was out of earshot before dialing Chuck's number. "Bass, I've got a mission for you."

* * * *

Carter was on edge when he walked into Chuck's office a few hours later. Chuck's secretary had called to request a meeting and Carter knew Chuck well enough to know a sudden need to meet probably had nothing to do with business. He had considered declining, but he had agreed on the off chance it was business related.

"What do you want, Bass?" Carter asked as he took the seat across from Chuck's desk.

Chuck looked up from the paperwork he had been reading. "I want to know what your intentions are for my sister."

Carter rolled his eyes. His instincts had been right. "You could have saved us both the time and just asked me on the phone. You would get the same answer."

"But then I wouldn't have the opportunity to see your smiling face," Chuck replied. "Answer the question."

"Is Waldorf hiding in the closet with a tape recorder?" Carter asked. "I can't imagine you're overly concerned with this topic." If Chuck was determined to play this game, Carter wasn't about to make it easy for him.

"Serena is my sister," Chuck pointed out. "If it were up to me, none of us would be giving you the time of day."

"You wound me."

Chuck scowled. "Do you have an interest in resuming your relationship with Serena?" he asked.

Carter knew Chuck well enough to know they could play this chess game all day and he had better things to do. "No. Serena and I ended our relationship a long time ago and I have no intention of reigniting it. Can I go now?"

"Serena is not the same person she used to be," Chuck commented.

Carter sighed as his annoyance rose to the surface. "Neither am I, Bass. I'm here to open a restaurant, not to be a pawn in some warped version of love connection that you and Blair have come up with." He stood up. "As far as I'm concerned, Serena is a girl from my past and I plan on keeping her there. Is that clear?"

"Crystal," Chuck replied warily. "I will be working on some location possibilities today. Why don't you meet me at the Palace for dinner? Eight o'clock."

"Fine," Carter agreed. He turned and stormed out of the office.

Chuck shook his head in disgust and reached for his phone. "Mission accomplished, Waldorf."

* * * *

Serena made her way through the Palace dining room and slipped through the door that led to Chuck's private dining room. The floor-to-ceiling windows showed off one of the best views of New York City and she was hoping for some inspiration. She had spent most of the day wandering around the city and half-heartedly taking pictures. She was determined to stop moping about Carter and take advantage of her time here. But that was proving to be easier said than done.

She walked into the dining room and instead of Blair, she found Carter. He was sitting at a table near the window scanning the menu. Before Serena could turn and walk away, he looked up and their eyes met and the familiar tug of longing pulled on her heart.

Carter politely stood up as she crossed the room to the table. "Serena."

She tried not to be hurt by his cold tone. "Hi. What are you doing here?"

"Are you telling me you really don't know?" Carter's eyes searched her face for answers.

Serena shook her head. "I'm meeting Blair for dinner," she explained. She wished he would stop looking at her like her mere existence annoyed him.

"I was told I'd be meeting Chuck."

"Oh," Serena said as it become clear to her what was happening and why Carter was annoyed. "I didn't know."

"I can see that." Carter's expression softened and Serena held her breath as hope filled her heart. "Enjoy your evening," he said coolly as reality hit her again. Before he could walk away, Serena grabbed his arm.

"Please don't go."

Carter stiffened and his eyes focused on her hand on his arm. "I told Chuck I wasn't interested in playing this game."

"Carter, please look at me," Serena said. When his gaze lifted to hers, she quickly continued. "I'm sorry about Chuck and Blair and I promise you I'm not trying to play a game. But I want to talk to you. Please."

"I don't think that's a good idea." Carter pulled his arm away from her and started to leave again.

"Why not?" Serena demanded as she desperately tried not to cry. "It's been seven years, Carter! Do you really hate me so much that you can't be in the same room with me?"

Carter stopped walking and turned back to face her. "I don't hate you, Serena. But I'm not interested in a trip down memory lane either. We've both moved on and I think it would be best if we kept it that way. Good night."

He walked out of the dining room before she could say another word and made his way to the elevator. He wondered if seeing her was ever going to get an easier. He hated seeing the hurt on her face, but there was nothing he could do about it. Carter was not about to go down that road again with Serena. He was determined not to feel anything for her.

Carter knew from experience that would only lead to disaster.

* * * * *

"Where is she?" Serena demanded when Chuck opened the door to the apartment he shared with Blair. She pushed past him into the foyer. "Blair!"

"Good evening, sis. Please come in." Chuck closed the door and turned to face Serena. "Blair's not here. Eleanor needed her for something."

"I'll bet she did." Serena glared at Chuck. "You need to tell Blair to back off. She can't keep throwing Carter and me together and expect everything to be okay. He doesn't want anything to do with me." She swallowed the lump in her throat. Saying the words out loud only made the ache worse.

"Do you really believe that?" Chuck asked. He poured her a glass of scotch and gestured for her to sit down.

Serena accepted the drink, but she was too angry to sit. "Carter has made his feelings clear, Chuck. He's not interested and these run-ins Blair keeps planning are not helping." She swallowed the scotch and let it burn her throat.

"You didn't answer my question." Chuck sat down on the couch and watched Serena carefully as she continued to pace. "Do you believe Carter when he says he doesn't want anything to do with you?"

"Why shouldn't I believe him?" Serena finally dropped down on the couch beside him. "Carter told me seven years ago that he didn't want to be with me anymore. Time apart hasn't changed his mind."

"I don't like Carter Baizen," Chuck stated. "I never have and I never will." He held up his hand when she started to protest. "But I can see that you care about him and this is hurting you. If you want Carter, then you should fight for what you want." He frowned at the thought.

"Come on, Chuck. Why should I humiliate myself so Carter can reject me again? It's going to make him hate me."

"How much do you know about Carter's restaurant?" Chuck asked.

"What?" Serena was confused by the abrupt subject change. "Blair mentioned he's opening one here and you're working with him. How did that happen, by the way?"

"Long story," Chuck muttered. "Carter already owns a restaurant in Los Angeles and he wants to open one here. The name is Kalliste. Does that mean anything to you?"

Serena shook her head. "Should it?"

"Kalliste is a Greek word meaning 'the beautiful one.' It was also the original name of the island of Santorini. I believe that location means something to you," Chuck said.

Serena was momentarily speechless as Chuck's words sank in. "Carter named his restaurant after Santorini?" she said quietly.

"Does that sound like someone who is over it?" Chuck asked.

"No," Serena admitted. She couldn't help the smile that spread across her face. For the first time in a long time, she felt real hope. "Thank you."

"I still think you could do better."

Serena laughed and hugged Chuck hard before kissing him on the cheek and jumping up from the couch. She was suddenly filled with energy. "Tell Blair to call me when she gets home. Actually, don't worry about it." She reached for her cell phone and sent a quick text.

"We need a new plan."

A full minute didn't go by before her phone beeped with Blair's response.

"Carter won't know what hit him."


	5. Chapter 5

**Author's Note: Thanks for the reviews! I really appreciate them. I know this update took a little longer than I wanted it to, but I hope you enjoy it. Special thanks to Katy for being awesome and reading along the way. (BTW - I know the line spacing is a little off for some reason. The transfer from Word didn't line up right).**

_Don't fall apart  
Don't let it go_

For the first time in ages, Serena woke up with a smile on her face the next morning. She had dreamt of Carter and Santorini again, but this time the dream hadn't left her feeling wistful or sad. Chuck had given her back her hope and she planned on holding onto it as tightly as she could.

Her smile widened as she thought about Carter and his restaurant. She was so proud of him for following through on his dream. He had told her once that he thought it would be fun to open a restaurant. They had been dining at an outdoor bistro in Tuscany and even though Carter had tried to make the remark seem off-handed, Serena had seen the passion in his eyes as he spoke.

Serena had googled Carter's California restaurant as soon as she'd returned from Chuck and Blair's. The pictures had blown her away. Every detail was perfect - from the color scheme to the mosaic table tops. Everything about it reminded her of Greece and the ambiance that was so unique to Santorini. But the restaurant was more than just homage to the island. It was pure Carter. She saw his favorite foods on the menu and his passion for Renaissance art hanging on the walls. Kalliste was beautiful and classy, but it was also fun and romantic, just like its owner. She couldn't wait to see what he had in mind for the New York version.

Of course, she would have to find a way to get him to stay in the same room with her first, Serena thought. Their last two encounters would easily be classified as disasters. But she was determined to change that. Serena was going to make Carter see that she wasn't the same selfish girl anymore. She would prove to him that she was capable of having a relationship with him. Serena wanted to show Carter that being with him was what she wanted most in the world.

The only problem was figuring out how to do that. Carter was already annoyed with Blair's scheming. He wouldn't react well to another "chance" meeting. She couldn't blame him for that. But there had to be something she could do to make Carter want to talk to her.

Serena wasn't going to come up with a solution by lying in bed all day. She pushed the covers aside and made her way into the bathroom. After a long, hot shower, Serena got dressed and went to the dining room to join her family for breakfast. Lily and Rufus were already seated at the table eating bagels and croissants and reading the New York Times.

"Good morning," Serena said brightly as she helped herself to a croissant and slid into the chair beside her mother.

"Good morning," Lily replied.

Serena caught the look of surprise that passed between Lily and Rufus as she poured herself a cup of coffee. She couldn't blame them. She hadn't exactly been the ideal house guest the past few days since she had gone out of her way to avoid them so they couldn't ask her any questions.

Lily set down her paper and smiled at her daughter. "Did you sleep well, dear? How's the jet lag?"

"I slept great, thanks. The jet lag seems to be gone." Serena offered her mother a warm smile as she broke off a piece of her croissant. "What are your plans for today?"

"I'm having lunch with Eleanor to discuss a charity event we're planning for next month," Lily replied.

Serena nodded. Since her mother had handed the reins of Bass Industries to Chuck, she spent most of her days planning charity events and trying to convince her blue blood friends and associates to part with their money for worthy causes. Lily Humphrey was a hard woman to say no to.

She turned to Rufus, who was perusing the sports section. "How are you?" Rufus had always been good to Serena and given her the benefit of the doubt, even when she hadn't done anything to deserve his trust.

"Great," Rufus replied with a quick smile. "It's nice to have you home, Serena. It's been much too quiet around here." He winked at Lily.

"It's nice to be here," Serena replied honestly. She had missed these moments with her family and she was glad to see Lily and Rufus were still so happy together. They deserved it after everything they had been through. It had taken them a long time to find their happiness, but here they were, together and in love. Serena hoped she would get her happy ending with Carter.

"How's Dan doing in San Francisco?" Serena asked. Her stepbrother had moved cross country three years earlier to take a teaching job.

"He enjoys the slower pace of the West Coast," Rufus admitted.

"We were just there a few weeks ago," Lily said. "Dan's working on a full-length novel now that he's done teaching for the year."

"That's great," Serena said. Dan had published several stories in the New Yorker and other literary magazines over the years. His editor had been on his case for years to write a novel. She was glad to hear he was finally doing it. "It sounds like he's happy."

Rufus nodded. "It was hard on Dan after Vanessa died in that fire." His voice faltered and Lily reached for his hand. "I'm just relieved he's managed to find happiness again, even if he did have to move 3,000 miles away to do it."

Lily squeezed his hand and turned back to Serena. "Just like we're happy for you and the life you've made for yourself in Paris."

"Actually, I think I'm going to be staying in New York for awhile," Serena said casually. Lily and Rufus exchanged a surprise look and then they both turned to her with smiles on their faces.

"Serena, that's wonderful news," Rufus said.

"What changed your mind?" Lily asked.

"New York is home," Serena admitted. She smiled at her parents. "This is where all the people I love are and this is where I want to be."

"If you're interested in displaying some of your work at the gallery, let me know. People are always inquiring about it and we have plenty of room," Rufus offered.

"I might take you up on that," Serena said. She finished her coffee and stood up. "I need to get to Blair's. Thanks for breakfast. It really is good to be home." She kissed them both on the cheek and headed for the elevator. She couldn't wait to talk to her best friend and hear what her next plan was.

* * * * *

Blair sat on the couch restlessly drumming her perfectly manicured nails against the end table. Waiting had never been her strong suit and it was even harder when she had a scheme to plan. She glanced at the Tiffany's watch Chuck had given her for Valentines Day. What was taking Serena so long?

"Dorota!" Blair called as her trusted maid entered the living room carrying a laundry basic filled with neatly folded towels. "Did you check and see if Serena was on her way here yet?"

"Yes, Miss Blair. She should be here soon," Dorota said. She hurried toward the linen closet before Blair could give her any more instructions.

Blair rose from the couch and began pacing. "We have so much planning to do. Why isn't she here yet?"

"Relax," Chuck called from his study. "This is Carter we're talking about. Getting his attention won't be difficult."

"He's stubborn," Blair pointed out. She crossed the short distance into the study and walked around the desk to perch herself on Chuck's lap. "You saw the way he reacted to Serena at my mother's and she told you what happened in the restaurant."

"He's a fool," Chuck reminded her. He pressed his lips to hers.

Blair was tempted to sink into the kiss, but she knew where it would lead and now was not the time. "Chuck, focus."

"That's difficult from this position." Chuck's hand skimmed over her thigh and disappeared beneath her skirt. Blair felt her resolve slipping as his hand warmed her bare skin.

"No!" Blair stood up and walked around the desk to put distance between their hormones. "Did you make the call?"

"Yes," Chuck replied with a frown. "It's not too late for Serena to try therapy instead. Maybe hypnosis or electric shock to purge Baizen from her system."

Blair rolled her eyes. "Chuck, I need your help with this. Your partnership with Carter is the only thing we have to work with."

"You know I'll never say no to you," Chuck replied.

Blair smiled as her heart swelled with love. "I know." She walked back to him and kissed him. "After Serena leaves, I'll show you my appreciation. Not now!" She playfully slapped away his hand as he reached for the zipper of her skirt.

"I'm going to hold you to that."

"I'd expect nothing less." Blair winked at him just as there was a knock on the door. "Serena's here!" She practically ran to open the door.

* * * * *

Carter stood on the balcony of his hotel room looking out over Central Park. It was another beautiful spring day and the city was out in full force taking advantage of the weather. He had traveled around the world more than once and New York was still his favorite place, even if he was haunted by certain memories.

He turned away from the view and reached for his coffee. Serena had been on his mind far too much for his own good. Seeing her again was like a punch in the gut. Feelings he had long ago buried kept trying to resurface and Carter was determined to keep his distance from them and from Serena. He was damn good at accomplishing whatever he put his mind to. Kalliste was a testament to that. But for some reason, he had never been able to help himself when it came to Serena. He had never been able to resist the urge to try and make her happy.

Of course, nothing he had done had ever been enough to make her happy, Carter thought bitterly. He had searched the world for her father - twice. He had held her and comforted her when her father rejected her. He'd told her his darkest secrets and his deepest desires and laid his heart at her feet. None of that had been enough for Serena.

The unresolved anger simmering beneath his surface was unsettling and Carter focused on pushing it aside. He knew he couldn't hold the recent incidents against Serena. She seemed to be a pawn in Blair and Chuck's weird game just like he was. When she had asked him to stay at the restaurant with her, he had considered it. Sharing a meal and catching up after all this time sounded innocent enough. But he knew better. It was much too easy to get swept up in Serena's world. He was done with all of that.

Carter finished his coffee and went into the bedroom to get dressed. He saw the light blinking on the phone and pressed the button to listen to the messages as he walked into the closet to grab his clothes.

"Baizen, this is Chuck Bass."

Carter snorted at Chuck's cold, yet formal tone. It wasn't like they had known each other for over twenty years or anything.

"My scouts have found an ideal location for your restaurant. I've put a hold on the property and you have until the end of the day to look at it and let me know if Bass Industries should put in a formal bid."

Carter hated to admit it, but he was impressed. Chuck Bass might be a son-of-a-bitch, but at least he knew how to get the job done.

"I'm working from home today, so you'll need to stop by our penthouse to pick up the keys. I should warn you that Serena is here working on wedding details with Blair. I'll understand if you're not man enough to face her and want me to leave the keys and information with the doorman."

The message clicked off and Carter scowled as he pictured the self-satisfied smirk on Chuck's face. Clearly, he had given him too much credit. Carter was tempted to call a messenger service and have someone pick up the keys, but he knew that was beyond immature. Chuck had warned him about Serena as a challenge.

Carter Baizen had never been one to back down from a challenge and he wasn't going to start now.

* * * * *

"What do you think?" Blair asked, eyes shining with excitement.

Serena sat on the couch staring at her friend in disbelief as she stood waiting for Serena's reaction. The complicated plan to get Carter's attention that Blair had just lain out concluded with Serena singing a ballad outside his hotel – after having someone sneak into his room and decorate it with rose petals and pictures of Serena. Either Blair was losing her touch or she had the plot of a cheesy romantic movie mixed in with the plot of a creepy stalker film. Whatever the case was, Serena wasn't about to do it.

She chose her words carefully, not wanting to hurt Blair's feelings since she was clearly pleased with herself.

"Singing has never been my thing and I don't think Carter would appreciate being put on the spot. He likes to keep a low profile."

Blair frowned, disappointed. "All right, let's move on to Plan B." Her voice perked up. "You'll start dating someone else to make Carter jealous. We'll find you the perfect guy – good-looking, rich, likely to be followed by the paparazzi and we'll make sure you're seen together at all the hot spots. Gossip Girl will be all over it."

Serena bit her lip and tried to be logical. "Where are we going to find this amazing guy who wants to be in a fake relationship?" she asked.

"Nate," Blair replied simply. "He can put his D.C. whoring on hold for awhile and help out his friends. Chuck, will you call him?"

"No," Chuck replied without looking up from his laptop.

Blair spun on her heel to face him, prepared for a fight, but Serena spoke first.

"B, I'm not sure jealousy is the way to go," she said. "I'm trying to prove to Carter that I'm not the same immature girl I used to be. Trying to make him jealous doesn't send the right message."

"This could work!" Blair insisted, turning back to Serena. "Carter will see how happy you are with Nate and realize you should be with him. He'll be ready to fight for you and you can tell him you'll dump Nate. Problem solved." She smiled proudly.

"Or Baizen will rightfully assume he's not half the man Nate is and since he can't compete, he will avoid Serena more than he already is," Chuck pointed out.

"I don't want to bring Nate into this," Serena said. Having Chuck and Blair in the middle of her non-relationship was hard enough.

"Fine." Blair started to pout and then had another idea. "We'll tell Carter you only have six months to live! No one would turn down a dying girl!"

"Blair!" Serena and Chuck shouted.

"What? It's perfect! Doctors are wrong all the time. Once Carter is hooked, we'll tell him the doctors made a mistake."

"Absolutely not."

"Serena's right," Chuck agreed. "Baizen wouldn't get past a lie like that. Even if he does want to be with Serena, he wouldn't forgive her if he found out."

Blair scowled. "You're worried about Carter's feelings?"

"I couldn't care less about that snake or his feelings," Chuck sneered. "But for some reason, Serena does and that plan won't end well."

"Maybe one of you should come up with a plan." Blair sat down on the couch and folded her arms across her chest. She was ready for tantrum mode. "I'm just trying to help," she whined.

"I know that, B and I appreciate your effort. But I don't want to tell Carter I'm dying or that I'm seeing someone else. I just need an excuse to be near him so I can get him to see how I feel. Maybe I should just go to his hotel room and beg him to talk to me."

"Begging Baizen for anything is beneath you," Chuck told her.

"No, it's not. But there's a good chance he'll just close the door in my face and I'm not sure I could handle that." Serena felt a lump rising in her throat at the mere thought.

"Which is why we need a plan!" Blair reminded them. "You two are not helping."

Serena started to respond, but there was a knock on the door before she could speak. She saw a look pass between Chuck and Blair before Blair stood up and waved Dorota away before she could open the door.

"Are you expecting someone?" Serena asked, knowing the answer.

"Carter," Blair replied casually. "Don't worry, he knows you're here." She crossed the room and opened the door before Serena could react. "Hello Carter." Blair flashed him her best happy hostess smile.

"Waldorf," Carter replied coolly. His eyes instantly moved past her and settled on Serena. "Hello Serena," he said. His tone was much more polite.

"Hi Carter," Serena said. She was relieved when her voice didn't falter even though her heart was thundering against her chest. She could happily kill Chuck and Blair for not giving her a heads up, but at least Carter hadn't been blindsided as well this time.

Carter shifted his gaze back to Blair. "I'm here to see Chuck."

"He's in the study." Blair stepped aside and gestured for Carter to come in. "Would you like a drink?"

"No thank you, I can't stay." Carter walked into the study. "Chuck."

"Carter. Have a seat," Chuck instructed.

As the two began to go over the location, Blair hurried back to the couch and sat down as close to Serena as she could without sitting in her lap. "I was hoping we'd have a plan finalized before he got here," she whispered.

Serena glanced toward the study. Carter seemed engrossed in the papers Chuck was showing him. "Why didn't you tell me he was coming?" she demanded quietly.

"I was going to once the plan worked out. We need to improvise fast," Blair warned. She saw Chuck handing the keys to Carter. They were out of time. "You need to tell him or I will." Her voice raised several decibels as she stood up and faced Serena.

Serena's eyes widened. "What are you doing?" she mouthed/

"I'm serious, Serena. He needs to know," Blair said. She heard Carter and Chuck walking into the room and kept her back to them.

Serena could practically see the wheels turning in Blair's head. "Blair, don't," she pleaded. Serena had no idea where Blair was going with this, but her desperate, last ditch effort plans never worked out well.

"What's going on?" Carter asked.

"Serena has a stalker!" Blair cried.

"Blair!" Serena hissed.

"I'm sorry, S, but he as right to know." Blair sent Serena her best "shut up and trust me" look before turning to Carter. "Someone is stalking Serena and we need your help."

Carter rolled his eyes. "Give me a break, Waldorf. You really expect me to believe someone is stalking Serena?"

"I'm sorry," Serena apologized quickly."

Blair shot her another warning look over her shoulder and turned to Carter with fire in her eyes. "Serena is my best friend and I don't take her well-being lightly. Some creep became obsessed with her photographs and started following her and sending her gifts. He broke into her place in Paris. That's why she came home early."

"It's true," Chuck said smoothly. He moved around Carter to stand beside Blair. "My PI is tracking the guy, but he's good. Serena will be staying here in New York until we find the guy."

"But Chuck and I are leaving for our honeymoon next week and I'm worried about S being alone. That's why I wanted her to tell you, but you never gave her a chance."

Carter was getting dizzy listening to them. The story sounded completely asinine, but Blair and Chuck both looked completely serious and Serena had hardly said a word. He wouldn't put it past Chuck and Blair to be scamming him again, but if there was a chance Serena was really in danger, he couldn't just ignore that.

"Serena, is this true?" he asked.

Serena stood up to face him. She was ready to say no and apologize for Chuck and Blair once again. But when her eyes met his, Serena saw genuine concern. Carter still cared about her and she knew if she told him the truth, he would walk out the door and never look back. This might be the only chance she had. It was desperate, but so was she.

"I'm sorry, Carter. I didn't want to dump this on you," Serena said.

Blair turned to Serena and gave her a triumphant smile. "Stop being so noble, S. Someone needs to keep an eye on you while we're gone."

"What about your family?" Carter asked.

"Serena and I agreed it was best not to worry them," Chuck said. "As far as Lily and Rufus are concerned, Serena is staying in New York to work on a project for Bass Industries."

"That's where you come in," Blair said.

"How exactly?" Carter asked.

Serena was wondering the same thing. She knew Chuck and Blair were coming up with this plan as they went along and even after all these years, she was still impressed by how in sync they were. But she had no idea how they were going to connect her to a Bass Industries project. She was a photographer and even if Carter didn't know anything about her career, her parents certainly did and they would question her motives.

"The new restaurant," Chuck said. "As you may know, Serena is an in demand photographer. I want to hire her to document the process from development to grand opening. We'll send the pictures to some of New York's more upscale magazines and talk to Rufus about an exhibit at the gallery. Again, I'd understand if you'd rather hire someone else given your history, but I thought you might want to help Serena out."

Carter met his sneer with a scowl. Chuck was challenging him again and he was tired of it. The truth was, he liked the idea of documenting the whole process. Publishing the photos as they went along would drum up great publicity, especially with Serena's name attached. He knew her work was popular and her reputation in New York had a buzz in its own right.

But they would have to spend a lot of time together and that could be a problem. Carter knew what happened when he was with Serena and he couldn't afford to let himself get lost in her ever again. The smart choice would be to suggest another photographer and tell Chuck to hire her a bodyguard if he was that worried about this stalker.

He opened his mouth to say just that and saw Serena watching him. She looked anxious and upset and Carter knew he couldn't make it worse. He would find a way to make this work. Hell, if he could work with Chuck Bass, he could spend time with Serena.

"All right, let's do it," he said.


	6. Chapter 6

**Author's Note: Thanks so much for the reviews! I really appreciate everyone taking the time to leave them. I'm glad you're enjoying the story. I have to thank Katy once again for pre-reading and letting me know I'm going in the right direction. **

_Turning to face what you've become  
Bury the ashes of someone  
Broken by the strain  
Trying to fill that space inside  
Am I just like you  
All the things you do - can't help myself_

It took a moment for Serena's brain to register what had just happened. Carter had agreed to let her work with him and document the process of opening his restaurant. She knew next to nothing about what actually went into starting a new restaurant, but she imagined it took a considerable amount of time. That meant Carter was willing to spend time with her and she was going to have her chance to convince him that she wanted to make their relationship work.

Her happiness bubble burst instantly when her rational side reminded her that Carter was only agreeing to the arrangement because he thought some weirdo was stalking her. He cared enough about her to want to help, but he might not be so willing if he knew it was just an excuse for them to spend time together. She needed to put an end to this before it got even further out of hand.

"Carter, you really don't have to do this," Serena started.

"It's all right, Serena. The publicity will be good for the restaurant." Carter's eyes were serious when they met hers. "I will make sure this stalker doesn't get anywhere near you," he assured her.

Serena felt her heart thud against her chest at the intensity in his voice and the subtle, underlying threat of his statement. He wanted to protect her. Too bad it was all a lie and there was nothing she needed to be protected from except her own stupidity for going along with this plan.

"Carter," she started again.

"Serena, stop protesting." Blair turned and gave her best friend a "shut up we're getting what we want" look before turning to Carter with a smile firmly in place. "Thank you. We knew you would come through."

"Speak for yourself," Chuck said. He was glaring at Carter again. "I still think you're a selfish ass."

"Chuck, stop it!" Serena pleaded. She knew Chuck was trying to be on her side, but antagonizing Carter was not going to help.

"Don't worry, Serena. I know Chuck enjoys hearing himself talk," Carter said with a smirk.

Chuck's eyes narrowed. "I wouldn't trust you to keep a goldfish safe, let alone my sister. I'm going to hire a security guard."

"Enough." Blair stepped between the two men before their pissing contest ruined everything. Or worse, gave Serena a chance to confess. "Serena has enough on her mind without you two sniping at each other. We're on the same side."

"Fine," Chuck grumbled. He still didn't understand why Serena wanted to be with Carter, but he had promised to help and he would. "Why don't you take Serena with you to check out the location?" he suggested.

Carter nodded. He needed to get out of the penthouse before he gave in to his urge to punch Chuck in the face. "Would you like to join me, Serena? I have a car waiting downstairs."

"Of course," Serena agreed. She grabbed her purse from the couch and told herself there was no reason to be nervous. This was what she had been waiting for and she wasn't going to blow it.

"I need an answer by the end of the day," Chuck reminded Carter.

"I heard you the first seventeen times you mentioned that," Carter replied. "It was great seeing you as always. Waldorf," he added before opening the door for Serena.

"S, don't forget to call me later so we can finish going over the wedding stuff," Blair called as Serena and Carter left.

Chuck closed the door behind them. "That went well," he muttered sarcastically.

"This is going to work," Blair replied confidently. She just hoped Serena wouldn't have an attack of conscience and wreck everything.

Carter didn't say a word as they stepped into the elevator and he pressed the button for the lobby. The air between them was thick with uncomfortable tension. He stared straight ahead at the doors and Serena wondered if he was already regretting this. She wasn't sure if she should make a lame attempt at small talk or if she should try and explain. But she had no idea how to explain the stalker situation that did not really exist. Blair had already made up a few details about the stalker. But Carter was bound to ask questions. Serena decided she would do what she could to downplay the whole situation. She'd already lied to Carter by backing Blair up, but she would do whatever she could not to make it worse.

The doors opened and Carter politely waited for her to exit ahead of him. They walked outside into the bright sunshine and Serena felt some of the negativity slipping away as Carter opened the door to the waiting limo for her. It didn't matter how she got to spend time with Carter. The point was they were finally alone and he wasn't going to turn and run away from her.

Carter slid into the car beside her and gave the driver the address before closing the partition. For the first time since they had left the penthouse, he turned to Serena. "I'm sorry I didn't give you a chance to tell me what was going on."

His sincere tone cut through her like a knife. Why had she gone along with this lie? So much for being the new and improved adult Serena, she thought bitterly. She tried to be as honest as she could.

"I didn't want to tell you I had a stalker. I didn't ask Blair to keep arranging for us to run into each other, but when she did, I just wanted to talk to you. It's been a long time, Carter."

"I know," Carter replied simply.

Serena couldn't be sure, but she thought she saw a wistful look in his eyes for a brief moment. She tried to press her luck. "I'd like to hear about your restaurant and what you have planned for the new one."

"We'll get to that," Carter said. His tone was suddenly businesslike. "Tell me what happened with this stalker and what you know about him."

Here we go, Serena thought, her heart sinking. She had never been a good liar even though she had tried damn hard on more than one occasion during her teenage years to lie her way out of bad situations. More often than not, she had ended up running away from her problems and that was a big part of the reason she had lost Carter in the first place.

"I'm not sure who he is," Serena said. "I started receiving notes and gifts after I did a show in Paris." She hoped she could get by just repeating what Blair had already said.

Carter nodded. "Blair also mentioned that this person broke into your apartment. What did the police say?"

Before Serena could answer, her phone beeped indicating she had a new text message. She saw Blair's name when she glanced down and hit the button to read the message.

"_Is Carter asking questions? Do you need help filling in details? Tell him I'm one of the editors you work with."_

Serena wondered if Blair had somehow placed a bug in the limo or if this was divine intervention at work. "I'm sorry, Carter. My editor has a question about one of my pieces," she explained as she quickly responded to Blair's message.

"Take your time." Carter pulled out his own phone to check his email.

Her phone beeped again. _"Police assumed random break-in. You didn't keep any of the letters/gifts so there's no evidence, but you were scared enough to leave. If need be, I can have Dorota send you something threatening to show Carter."_

Serena responded with an adamant no, deleted the text messages and turned off her phone. "Sorry about that. The photos for the spread were sent in the wrong order." She mentally admonished herself for telling another lie.

"I understand. What did the French police say?" Carter asked. He put his phone away and gave her his full attention.

"They thought it was a random break-in. I didn't keep any of the stuff that was sent to me, so they had no reason to think it was connected," Serena explained. She saw sympathy in his eyes and felt like the worst person in the world. "Where is the location Chuck found?" she asked, desperate to change the subject.

"Tribeca," Carter replied. "Is talking about this making you uncomfortable?"

"A little," Serena admitted. "I'd rather talk about your restaurant. Will you tell me what you're planning?"

Carter nodded. "I don't want to change too much from the LA version." His phone rang and he sent her an apologetic look as he retrieved it from his pocket. "Speaking of, my manager is calling. Excuse me. Carter Baizen," he answered smoothly.

Serena tried not to be annoyed by the interruption and took the opportunity to watch Carter. He was listening intently to whatever it was his manager was saying. She was impressed with his focus and his obvious love for what he was doing. She listened as he told the manager how to handle the problem with the distributors. The conversation switched to the chef's specials and how business had been for the past few days. Serena could tell Carter was pleased with what he was hearing.

He was different from the Carter Baizen she remembered. He'd obviously grown up a lot over the past seven years and she could see how happy he was when he was with his restaurant. She thought about how easy it used to be for her to bring a smile to Carter's face. He was guarded around her now and she longed to change that.

* * * * *

The call lasted longer than Carter anticipated and they had arrived in Tribeca by the time he pressed the button to end it. He opened the door and held it for Serena as she slid out of the limo. He couldn't help noticing how graceful she was. He had always appreciated watching her move – almost as much as he appreciated her mile-long legs. Carter reminded himself he had no business thinking about Serena that way anymore.

He turned his attention away from her legs and focused on the building in front of them. The location itself on Hudson Street was ideal since so many New York celebrities had made their homes in Tribeca. Like most of the buildings in the neighborhood, it had once been an industrial building and had since been converted into lofts with the ground floor space designated for commercial use. The floor to ceiling windows were covered with black paper at the moment, but Carter could already envision the end result with people packed into his restaurant. Once again, he found himself giving credit to Chuck. He hadn't set foot inside, but he already knew this was the new Kalliste.

"What do you think?" he asked Serena.

"The building is great and this is the perfect neighborhood," Serena said. "So many celebrities live here who are probably already familiar with your LA branch and word-of-mouth will spread fast. People are going to be fighting for reservations to sit by the window and watch the city go by."

Carter smiled. It was like she had read his mind. Then again, Carter had always felt like Serena understood him better than anyone else. "Shall we go inside?" He held up the keys.

"Definitely," Serena said, returning his smile. "Are the lofts rented out?"

Carter unlocked the door and held it open for her. "Most of them, but there is one open that comes with the rental agreement."

"Are you planning on living here too?" Serena's jaw dropped in mock horror. "Would you really abandon the Upper East Side? Think of the scandal!"

Carter laughed. "Excuse me, Miss van der Woodsen, but don't you currently reside in Paris?" he teased.

"Guilty," Serena admitted, laughing. "I would think you'd want to separate your business from your home. Of course, I do all of my editing from my couch, so maybe I shouldn't talk."

"I know what you mean," Carter said. "I'm not sure I'd want to live here around the clock, but it will be nice not to have to fight the traffic after a busy night. Besides, it will be easier to monitor everything during the construction. But don't worry, I'm not giving up my suite at the Plaza just yet," he added with a wink.

Serena laughed as she glanced around the large space. "You could do a lot with this space."

Carter nodded. "Tell me what you see with your photographer's eye."

"The kitchen would be in the back corner," Serena said pointing to the far wall. "You could put in a separate entrance for the staff and for deliveries. The bar should be in the middle of the restaurant, like an oasis to draw people in. The tables along the walls and by the windows should all be booths to make customers feel more secluded. The middle tables surrounding the bar can be actual tables with enough room for big parties. How am I doing so far?"

"Perfect," Carter replied. He picked up where she left off. "The floor will be ceramic, a cobblestone pattern, perhaps with more than one color mixed in. The walls should be a neutral color so the artwork hanging on them is the real draw. The furniture will be wood, a dark color and the wall opposite the entryway will have a large brick fireplace." He could see the whole thing coming together in his head.

"I love it," Serena said. "How long do you think the renovations will take?"

"A few months," Carter speculated. "I'd like to have the grand opening in October."

Serena's jaw dropped. "Carter, that's less than six months!"

"Chuck knows how to make things happen in this city. Bass Industries will take care of all the permits and hiring the construction crews. I'll be on hand to make sure everything comes together." Carter smiled at her. "Trust me, beautiful, we'll make this happen."

The nickname hung in the air between them.

"Old habit," Carter said quietly. He felt the tension creeping into his shoulders and he reminded himself he could not afford to fall into old patterns with her. It was too easy to let his guard down around her and just enjoy the moment.

Serena could see him slipping away from her again and she knew she had to do something. "Carter, maybe we should talk about it."

"There's no point in drudging up the past, Serena." His tone was cold.

"There is if it's going to come between us in the present," Serena pointed out. "We were having fun together. That shouldn't have to stop."

Carter knew she had a point. He had agreed to a plan that involved the two of them spending a lot of time together. There was no reason it had to be unbearable. He had no intention of getting involved with Serena again on a romantic level, but that didn't mean they had to act like they barely knew each other.

"Maybe we should give friendship a try," he suggested.

"We've always been friends," Serena said.

Carter shook his head. "We've never been friends, Serena. It's always been all or nothing. We were having sex or you wanted nothing to do with me."

Serena gasped as his frank tone hit her like a slap. "It was more than sex, Carter." She fought the tears that were welling up in her eyes.

He sighed and for the first time, reached out to her, placing his hand on her arm. "I'm sorry, that came out crasser than I meant it. But think about it, Serena. Were we ever just friends?"

Serena wanted to protest and tell him that he was wrong, but she realized he wasn't. They had never really been friends. She had hooked up with him in Greece and ditched him after they were arrested on the stolen boat. Carter had been in a bad place when he came back to New York and she'd barely acknowledged him other than to blackmail him to stay away from Blair. Their relationship had changed the following summer, but once again, they had dove head first into romance after a few weeks of traveling.

"I guess not," she said softly.

"So, what do you say? Since we're going to be spending all this time together, why don't we try and be friends?" Carter asked.

Serena nodded. "I'd like that."

"Good." Before he could stop himself, Carter reached up and brushed away her tears, his hand lingering on her face for a brief moment. He was more than a little tempted to kiss her, but his own words rang in his head. Friendship was all they could have at this point. He dropped his hand from her face and took a step back. "I'm going to call Chuck and tell him to make the deal."

He stepped outside to make the call, needing to put some distance between them. Touching her had been a mistake. All the emotions and feelings he was trying to keep buried had slammed into him like a truck. Carter had a feeling he was going to regret suggesting they be friends, but it was too late now. With a long sigh, he shifted his thoughts back to business and hit the button to call Chuck.

Carter wasn't surprised to be greeted by Chuck's voicemail. It was just as well, he wasn't in the mood to talk to him. "The location is exactly what I was looking for. Make it happen and call me when it's done. I'll drop the key off with your doorman." He disconnected the call with a smirk and went back inside to get Serena.

* * * * *

They rode back to the Upper East Side and made small talk to keep the uncomfortable silence at bay. Serena mentioned some of the interior designers she knew through her mother who did decent work and Carter told her about a furniture dealer he wanted to talk to. They were careful to keep the conversation focused on the restaurant – neither had quite recovered from the brief moment they had shared.

The limo came to a stop outside the Empire and Carter opened the door. "I'm just going to give this to the doorman and then I'll have the driver drop you at the Palace," he said.

"That's not necessary," Serena said. She held out her hand for the key. "I'll give Chuck the key and I can walk home from here."

Carter nodded and gave her the key. "I'll give you a call when the property is officially mine and we can work out the details for the photos."

"Okay," Serena agreed. She stood on the sidewalk facing Carter and wanted nothing more than to go back to the moment in the restaurant where he had almost kissed her. But he had stopped himself and walked away and she wasn't going to push or do anything to jeopardize the chance he was giving her. "It was good to see you, Carter."

"You too," Carter said. He started to get back into the limo and then stopped. "Serena, if anything happens with the stalker, you can call me. I'll make sure you're safe," he promised before sliding into the car.

Damnit, Serena thought. She had been so caught up in their moment and the progress they had made that she'd forgotten all about the stupid stalker lie. Carter could never know the truth.

Serena took the elevator back up to the penthouse and knocked on the door. Blair threw it open with a smile on her face. "Did you come back to tell me how grateful you are to me for being a genius?"

"Not exactly," Serena replied. She held out the key. "Where's Chuck?"

"He had to go to a meeting." Blair gestured for her to put the key on the table. "He came so close to ruining everything!" Before she could launch into a full tirade, she got a better look at her friend and frowned. "What's wrong? What happened with Carter?" She took Serena's hand and led her to the couch. "Tell me."

Serena told Blair the whole story, including how guilty she felt for lying about the stalker and how much it hurt when Carter pointed out that they had never really been friends.

"He brushed my tears away and for a moment I thought he was going to kiss me. I think he wanted to and then he thought better of it and practically ran away." Serena dropped her head on Blair's shoulder. "Why is this so hard?"

"It will get easier, S," Blair promised. She rested her head against Serena's. "This was just the first step."

"I hope so. Blair, Carter can never know we lied about the stalker. He'll never forgive me," Serena said, panic rising in her voice.

"He won't," Blair assured her. "Aside from all the emotional stuff, how did it feel to be with Carter again?"

Serena smiled. "Amazing."


	7. Chapter 7

**Author's Note: Thanks for the reviews! I really appreciate the feedback. Happy Holidays everyone and thanks for reading. A special thanks to Katy for putting up with my craziness. **

_Feeling the moment slip away  
Losing direction you're losing faith  
You're wishing for someone  
Feeling it all begin to slide_

"**Gossip Girl here. The Upper East Side is still recovering from the wedding to end all weddings Saturday night. All eyes were naturally on the bride, but I couldn't help but notice the dateless maid-of-honor all by her lonesome. Poor S. All dressed up and no one to go home to."**

Carter rolled his eyes and mentally scolded himself for clicking on the ridiculous blog in the first place. He'd never understood everyone's obsession with the anonymous blogger who loved nothing more than to cause trouble. Serena had always been one of her favorite targets, and judging by the last few posts, she still was.

He put his phone away and reached for one of the menus the waitress had placed on the table. As he scanned the list of overpriced breakfast entrees, Carter's mind shifted to his own restaurant. Chuck had pushed the deal through for the Tribeca property before the wedding and he'd lined up architects and construction contractors for Carter to meet with in his absence.

Carter smirked to himself as he recalled the message Chuck had left him more or less warning him that even though he was going to be on his honeymoon for the next two weeks, he would still know if Carter was up to something. Chuck had droned on and on about not trusting him and then he'd told him he would need to have Eric van der Woodsen approve all financial contracts before any deals were finalized. Carter was looking forward to dealing with someone sane for a change.

"Breakfast at the Plaza. This is a step up from our lunch breaks at In-N-Out Burger."

Carter grinned, pushed his chair back from the table and stood up to greet Matt Wexler with an enthusiastic handshake. "Don't knock the In-N-Out burger," he said.

"Come on, Carter, be a real man and give me a hug," Matt teased, pulling Carter into a typical backslapping man hug. "And trust me, I wasn't knocking the food, just making an observation. Can you imagine if we'd tried to eat here after working on a construction site all morning?" His brown eyes did a quick survey of the fancy dining room filled with the well-to-do of New York society in their designer finest. "Security would have hauled our asses out of here."

"True," Carter agreed, settling back into his chair. "It's good to see you." Matt was one of the few people he considered a true friend. He had met him seven years earlier when he had left New York to figure out the next step in his life. He'd taken a job working construction in LA to pay off his gambling debts. Matt, a New York native who had moved to California to attend UCLA, had been on the crew with him.

The two men could not have been more different. Matt had been brought up by working class parents in the suburbs and had started working when he was sixteen to save money for college. Matt had the all-American boy next door good looks and he preferred jeans and a t-shirt to a suit any day of the week. He was easygoing and friendly and he had gone out of his way to help Carter fit in with the other guys in the crew when he had started out.

"You too," Matt replied with an easy smile as he took the chair opposite Carter. "I knew New York would pull you back sooner rather than later." He held out his hand expectantly.

Carter laughed and reached for his wallet. Matt had graduated from UCLA a few months after Carter opened Kalliste. He'd tried to convince his friend to take the manager's job and stay in California, but Matt missed New York and found a job at an advertising firm in midtown and had worked his way up to a management position. Matt had bet Carter fifty bucks that he would change his mind and return to the city before he turned thirty.

"You apparently know me better than I do. How are things at the agency?" Carter asked.

Matt shrugged. "Busy with the same old bullshit day in and day out like any other job. I hear the restaurant is doing great. Em is always showing me pictures of drunken celebrities stumbling out of there from those gossip rags she reads."

"How is Emily?" Carter asked. He was fond of Matt's longtime girlfriend. She had come to LA to visit Matt several times over the years while she attended school in Michigan to get her finance degree. After graduation, she'd taken a job on Wall Street; another reason Matt had been keen to move back to New York.

"She's great and a little bummed that she had to work this morning and is missing out on breakfast at the Plaza." Matt picked up his menu. "What's good here?"

"Everything's good, it's the Plaza," Carter replied with a wink. He caught the waitress's eye and signaled for coffee. "Let's get down to business. Have you thought about my offer?"

Matt thanked the waitress for the coffee before shaking his head at Carter. "Not so fast, Baizen. I want to hear the details describing the look on Chuck Bass' face when you walked into his office and told him he was financing your restaurant."

Carter grinned. Matt knew all about his history with Chuck. "It went exactly as I anticipated." He filled him in on the initial meeting and Chuck's sour attitude ever since.

"I need to meet this guy and see how much of this you're exaggerating," Matt said.

"Not at all, I assure you." Carter reached for his coffee. "Please end the suspense. Are you going to come and work with me?" he asked. He had offered Matt the same job he had tried to get him to take in LA years earlier – the onsite manager at Kalliste. He needed someone who he could trust to handle the day-to-day operations when he wasn't around and there was no one he trusted more than Matt.

Matt sighed dramatically. "As hard as it's going to be to leave the place where everyone tries and fails on a daily basis to emulate _Mad Men, _I have decided to accept your offer."

"Good. You won't be disappointed," Carter assured him. "Can you start today?" He would have to call Eric to get Matt's salary approved, but he wasn't expecting a problem.

"I need to give notice," Matt reminded him. "We don't all come and go as we please in this world, remember?" he joked.

"Funny," Carter replied. "Do you at least have time to come and see the place? I'm meeting with some contractors today and Serena is going to stop by to take some publicity spots for New York Magazine."

"Yeah, I have – wait a minute." Matt's eyes narrowed. "Serena? As in the Serena who broke your heart into a million pieces?"

Carter swallowed hard and nearly choked on the coffee he was drinking. He'd carefully left out all mentions of Serena to avoid this particular conversation. "She didn't break my heart," he bristled. "And guys don't say things like 'break my heart.'"

Matt rolled his eyes. "Don't try and change the subject by threatening my man card. We've been drunk together," he reminded him. "That girl destroyed you. Why would you willingly have anything to do with her?"

Carter decided he'd shared way too much with Matt when they had first started hanging out together at bars after long days on the construction sites. "It's business," he said, trying to keep the defensiveness out of his tone. "Serena is a photographer and she's going to be doing a profile of the restaurant development process. It's great publicity and we've decided to be friends." He hoped Matt would be satisfied with that answer.

He wasn't. "That's a bad idea. You can't be friends with someone who you were once in love with, especially if that someone hurt you."

He definitely talked too much when he was drunk, Carter mused. "I'm over Serena," he said firmly.

Matt sent him a look that clearly said he was deluded. "If I hadn't already agreed to take the job, this conversation would have pushed me into it. Someone needs to be here to save you from yourself."

Carter toasted him with his coffee. "Let's order," he suggested, not so slyly tabling the Serena discussion.

* * * * *

Serena paid the cab driver and tried not to groan, struggling with the weight of her bag as she stepped onto the sidewalk in front of Carter's restaurant. Along with her camera equipment, Serena had crammed several magazines and coffee table books into the bag to give Carter a chance to look at various photo spreads to try and give him a better idea of what his options were. She'd also put her own portfolio in the bag. Serena wanted Carter to see how much her work meant to her and that she'd finally found something she was good at. He needed to get to know the new and improved Serena van der Woodsen (minus the huge lie about the non-existent stalker she was using to her advantage).

The door was propped open and Serena paused to check her reflection in the glass. She had spent more time than she cared to admit getting ready that morning and there was an enormous pile of discarded clothing on her bed. She had finally settled on white shorts and a dark blue tank top and pulled her hair back into a ponytail to keep it out of her face while she worked. The outfit seemed rather plain, but she knew her wardrobe choices were not going to impress Carter one way or the other.

She pushed the door the rest of the way open and went inside. Carter stood near the back wall with two other men. He was gesturing as he explained where he wanted the staff entrance added as one of the men took notes. Serena smiled to herself and reached into her bag for her camera. As the conversation switched to square footage and code regulations, she began snapping pictures.

Carter blinked in surprise, noticing her for the first time. "What are you doing?" he asked.

"Capturing the moment," Serena replied, smiling. "Pretend I'm not here." She started taking more pictures.

"Okay," Carter said, amused at the idea of her blending into the background. He turned back to the architect and launched back into the discussion of how big he wanted the kitchen to be.

Serena watched him through the lens and hoped she would be able to capture the passion and joy in his eyes as he spoke about his vision for the restaurant. Her heart warmed as she recalled the moment they had shared the last time she'd been here. They were still connected and this restaurant was going to bring them back to each other. She took a few more pictures and then stepped outside to take exterior shots of the building.

When she was finished, Serena headed back inside just as the man who had been taking notes exited. He held the door for her and offered her a smile before walking to the street to hail a cab. Serena saw Carter and the other man having a quiet conversation in the center of the room. She had spent enough time watching people over the years to see that there was an easy rapport between the two and this clearly wasn't their first meeting. Carter had a genuine smile on his face that she saw too rarely and Serena felt a pang in her chest knowing that she hadn't been the one to put it there for a long time.

She pushed the negativity aside and plastered a smile on her face before crossing the room to join them. "How did the meeting go?" she asked.

"I think it went well. Doug – he's the architect who just left – is going to put together a bid and send it to Eric, but I think he's our guy," Carter said. "Serena, I'd like you to meet Matt Wexler, my new manager. Matt, this is Serena van der Woodsen."

Serena held out her hand politely. "It's nice to meet you."

"You too," Matt replied. He shook her hand and offered her a brief smile, but Serena noticed it didn't quite reach his eyes and something told her that didn't bode well for her.

"Matt and I met right after I moved to California," Carter explained. "I tried to get him to manage the original Kalliste, but he insisted on moving back to New York."

"What can I say? There's no place like New York." Matt grinned at Carter. "I've got a nice fifty dollar bill in my wallet that tells me you feel the same way."

Carter rolled his eyes. "Laugh now, Wexler. You'll be returning that fifty and some of its friends to me next time we play poker."

"Dream on, buddy." Matt slapped him on the back. "As much as I hate to break up this party, I need to get to my current job. I'd hate for them to fire me before I have the pleasure of turning in my resignation."

"I'll walk you out," Carter offered. "Excuse me," he added to Serena before heading toward the door with Matt.

"Sure. It was nice to meet you," Serena called to Matt, who responded with a half-hearted wave that felt more like a slap. Since Carter hadn't explained who she was, Serena figured Matt must know all about their history and how things had ended.

Her heart felt heavy again. She had no doubts that Carter and Matt were close and Matt hadn't bothered to hide the fact that he thought very little of her. If he was going to be the restaurant manager, he was going to be around a lot and it would be easy for him to remind Carter of all the horrible things she had done to him in the past.

Serena had a feeling dealing with this unexpected obstacle was not going to be easy.

* * * * *

"You were pretty cold to Serena," Carter commented once he and Matt reached the sidewalk. "That's not like you."

"Sorry, man. It was almost surreal meeting her after all the stories you've told me over the years." Matt's face became serious. "Normally, I would make a crack about why would a girl that beautiful give you the time of day, but instead I'm going to ask you again if you know what you're doing."

Carter sighed. "I already told you -"

"It's business," Matt supplied, shooting Carter a look that told him he thought otherwise. "I get the concept of having a photographer cover everything and that makes sense. But why does it have to be that girl? And do not give me the line about how she's famous because I know that Bass guy can afford to hire any famous photographer he wants."

Carter chewed on his bottom lip, stalling. He didn't want to tell Matt about Serena's stalker because he knew how his friend would react. He would tell him he was making a mistake and odds are, he was right. Getting involved with Serena on any kind of personal level was not a good idea for him. But he'd already made the commitment and he wasn't going to back down.

"I know what I'm doing."

Matt nodded. "I'm just looking out for you, man. Even if you can forget how much she hurt you, I can't. As your friend, I've got your back." He shrugged, unapologetic. "But if you want, I'll try and be less rude next time I see her."

"You'd probably like her once you get to know her."

"Maybe," Matt said. "But for now, I'm going to stay cautious. One of us needs to be."

Carter rolled his eyes. "Being subtle is not your strong suit. Go to work. I'll call you later and let you know how the contractor meeting goes."

"All right," Matt agreed. "Em's going to call you and invite you to dinner next week. Don't try and get out of it."

"I'll be there," Carter promised. He headed back inside. Serena was sitting on the floor pulling books out of the enormous bag she'd carried in. "Did you stop at the library on your way over?" he joked.

Serena laughed. "I brought these for you to look at to see if any of them inspire you." She patted the floor beside her.

Carter sat down, leaving a wide space between them. Serena tried not to be offended as she spread out the books. It was her own fault Carter was keeping his distance and she was the only one who could fix the situation. But it still hurt.

"Chuck arranged an interview with New York Magazine before he left. I think the profile is mostly going to be on you and your success in LA, but I thought we could use a few of the shots I took today to go along with the article," Serena said.

Carter nodded. "Can I see them?"

"Sure." Serena reached into her bag and pulled out her laptop. "It just takes a second to boot up. It's easier to see them on the screen than on the camera."

"What made you decide on photography?" Carter asked. He could hear Matt's voice telling him he was treading into dangerous waters, but he ignored it. There was nothing wrong with being curious about her life. Small talk was normal in a situation like this.

"It wasn't so much a decision as something I fell in love with," Serena replied. She told Carter about the camera Ursula had given her. "I just started taking pictures and I realized how great it was capturing moments in time." She filled him in on some her favorite shots she had taken as she hooked her camera up to the computer and waited for the pictures to transfer.

He could hear the passion in her voice and the way her eyes lit up as she described her work and it stirred something in him. "I'm glad you found something that made you happy," Carter said.

Serena smiled. "Thanks, Carter." Their eyes met and for a moment, the tension between them evaporated.

Carter turned away first, his gaze shifting to the window. "We should really take that paper off," he commented. "It might not seem so empty in here with a little natural light."

"Good idea," Serena agreed quietly, her smile fading. She felt like another wall had just shot up between them and she suddenly felt very alone. She struggled to focus on the computer screen and not on everything that was wrong between them.

Carter watched her getting lost in her work as she pulled up the photos on the screen. He'd seen the hurt flash across her face and part of him hated knowing he put it there. But the logical part of him knew it was for the best. If they were going to be friends, he had to set clear boundaries.

It was the only way he was going to keep himself from falling in love with her all over again.


	8. Chapter 8

**Author's Note: I'm pretty sure this is the fastest I've ever updated this story! Thank you so much for the reviews, I love reading them, so please leave feedback. Thanks to Katy for reading along the way and helping me over the rough spots. **

_Don't fall apart  
Don't let it go  
Carry the notion  
Carry the notion back to me_

"**It's getting to be summertime in New York City and you know what that means – weekend parties in the Hamptons! Everyone is packing up and heading out of town to get some sun, do some shopping and party until they wake up in someone else's bed. Get your hangover cures ready, the forecast calls for a bumpy ride. You know you love me. XOXO, Gossip Girl."**

Serena stood in the bedroom of her grandmother's Hamptons' home and watched the sunset through the lens of her camera. Even though the room didn't have an ocean view, it had always been her favorite because she enjoyed watching the sunsets. The sky was always changing and she loved waiting to see what color it would be that day. Today was a mix of purple and pink and she'd spent the last hour taking pictures. She wanted to transfer them to her computer and play with the various color effects and see if she could come up with something worth submitting to the local magazine.

But now was not the time, Serena thought. Her grandmother was throwing the first big party of the season and CeCe would not be pleased if she spent the whole night hiding in her room. Even though she was a few years past seventy (a lady never reveals her exact age), CeCe Rhodes refused to become a fragile old woman. She spent most of her time doing charity work and keeping up with the other society matrons. She was already imagining the rave reviews she would receive in the society pages. No one threw a party quite like CeCe.

Serena reluctantly put her camera away and turned to the full-length mirror that stood in the corner of the room. She was wearing a short purple cocktail dress and her long hair was flowing down her back in soft waves. She slipped her silver pumps and tried to psych herself up for the party as she made her way down the stairs and through the terrace doors to the south lawn.

CeCe had hired crews to create a dance floor in the middle of the spacious lawn and surrounded the gardens with tables and chairs for the guests to enjoy their steak and lobster dinners. Multi-colored tea lights had been strung from the trees and the Venetian lamps shone from the pool area as the band played soft, classical music near the dance floor.

Serena spotted her grandmother with a glass of champagne in her hand, looking spectacular in a dark blue pants suit as she greeted her guests. CeCe continued to be the picture of elegance and class.

"There you are, dear," CeCe greeted her granddaughter with an approving smile. "You look beautiful."

"So do you, Grandmother." Serena kissed her on the cheek. CeCe had come to visit her in Paris several times over the years and their relationship was much less strained than it used to be. CeCe was proud of her for making a name for herself as a photographer and for making it on her own in Europe. Serena knew her grandmother would still prefer it if she settled down and married a wealthy man, but CeCe had learned to keep those comments to herself.

"Are you feeling all right, dear? You've been awfully quiet since you arrived last night," CeCe commented.

Serena felt bad when she saw the concern in her grandmother's eyes. She had been quiet when she arrived because she'd spent the entire trip from the city feeling sorry for herself because she missed Carter and there was nothing she could do about it. Construction had started on the restaurant and she had dropped by to take pictures and attempt to coax Carter into having lunch with her before she left for the Hamptons. But Matt had been there supervising the construction crew and he'd made it painfully obvious once again that he was not interested in moving past the polite conversation mode with her.

She wasn't about to get into any of that with CeCe, so Serena plastered on the fake smile she had spent years perfecting. "I'm fine; I was just tired from the trip. I think I forgot how long a crowded Jitney ride can seem."

CeCe made a face at the thought of public transportation. "Next time I will send a car for you and don't you dare protest."

"All right," Serena agreed, knowing there was no point in arguing about future trips. "Everything looks amazing."

"It does," CeCe said with a proud smile. "I wish your mother and Rufus could have made the trip."

"Me too," Serena replied. Rufus had a new exhibit opening at the gallery and was busy with cataloging and Lily had decided not to make the trip without him. It made Serena happy to see her mother putting her husband first, but at the same time, she wished they had been able to come.

"I feel like I don't know anyone here," she admitted. She had been out of New York society for years and had lost touch with most people and that suited her just fine. The last thing Serena wanted to do was spend the party explaining to everyone she came in contact with what she had been doing for the past seven years or worse yet, listening to their preconceived opinions of her life.

"I wouldn't worry, dear," CeCe said, a bright smile spreading across her face. "I believe I see someone who would be happy to entertain you."

Serena turned to see who her grandmother was smiling at and audibly gasped when she spotted Carter crossing the lawn toward them. He wore a light gray suit over a black shirt and her heart somersaulted in her chest when he smiled.

"Carter, it's lovely to see you!" CeCe went to hug him and Serena tried not to shoot daggers of jealousy at her grandmother.

"The pleasure is mine, as always," Carter told her. He had always liked CeCe. She had seen past his flaws and zeroed in on his potential before anyone else – himself included – had. "It's been far too long."

"It has," CeCe agreed. "I hear you've decided to bring that wonderful restaurant of yours to New York. I expect an invitation to the grand opening."

"You're the first name on the list," Carter assured her. He kept his attention on CeCe so that he wouldn't be tempted to simply gape at Serena's beauty. "How have you been, CeCe?"

Serena smiled as she listened to CeCe tell Carter about the latest happenings in her life. Somehow it had slipped Serena's mind that CeCe had always liked Carter and thought he was a perfect match for her only granddaughter. Serena thought about how she had ignored her grandmother's musings on the subject over the years. Maybe CeCe was the one she should have gone to for a plan to get back on Carter's good side.

"I'm sure you didn't come here to listen to my stories. Why don't you take Serena and help yourself to some food? I need to attend to my hostess duties," CeCe said. She made it sound like a chore even though all three of them knew she reveled in being the hostess.

"As long as you promise to save me a dance," Carter said, flashing CeCe another charming smile.

CeCe laughed. "Of course, I would be honored. Now if you two will excuse me, I must say hello to the Pendletons."

"I had no idea you were going to be here," Serena said, after waiting to make sure her grandmother was out of earshot.

"Your grandmother invited me," Carter said. He finally allowed himself to look at her and as expected; her beauty took his breath away. "But I came for you."

Stunned, Serena wondered if she had heard him wrong. "Me?" she asked quietly, trying to remain calm and collected even as her insides started jumping for joy.

Carter nodded and surprised her again by tucking her arm into his and leading her away from the guests toward the more secluded pool area. "I was concerned this party might be a prime opportunity for the stalker to make a move and I didn't want you to be alone."

Conflicting emotions waged war inside her head. She was disappointed to hear he was there out of concern instead of actually wanting to be with her and that made her feel guilty since there was no legitimate reason for him to be concerned. On the other hand, he had still made the three hour trip to the Hamptons knowing that CeCe always had security at her parties and she would be reasonably safe there. Serena could hear Blair's voice telling her to take advantage and not over think the situation. She had wanted to spend time with Carter and this was her chance.

Serena decided to take it, guilty conscience be damned. "Thanks, Carter. I appreciate you coming here. Let's get some food," she suggested.

* * * * *

"I've got to hand it to CeCe. She really goes all out for her guests," Carter commented. He and Serena were seated at a table near the dance floor and had just finished what could only be described as a five star meal. In addition to steak and lobster, the caterers had served twice baked potatoes, shrimp cocktail, pasta primavera, three different salad choices and every vegetable known to man.

Serena nodded in agreement. "She doesn't do anything halfway." She spotted her grandmother across the lawn talking to a group of people, all eyes focused solely on her. Serena had no doubt CeCe was in her glory.

Carter followed her gaze to CeCe and smiled. "She always liked me. The first time she and I met the first thing she told me was that she had a granddaughter I had to meet." He winked at Serena. "Little did she know I'd already had the pleasure."

Serena laughed, her cheeks and heart growing warm for the way Carter was looking at her and the memory of just how close the two of them had already been by the time Carter and CeCe had met for the first time. "Remember how CeCe made a big deal of introducing us at Blair's? She wanted so badly to play matchmaker."

"I was okay with that," Carter admitted. His eyes locked with hers, both of them caught up in the memory. "She wanted me to escort you to cotillion, but you already had a date."

"Dan ditched me and you swept in and saved the day." Serena giggled when she recalled standing in front of society on Carter's arm while the card he had doctored was read. "I'm glad CeCe didn't have a heart attack when my 'goals' were read."

"Me too," Carter agreed. "I did that to see you smile and it worked." He absently reached across the table and took her hand in his. "You looked beautiful that night."

"Thank you," Serena replied. Her skin tingled under his touch, the pad of his thumb gently stroking her wrist.

"Nate punching me put a little bit of a dent in the evening," Carter pointed out, causing Serena to wince.

"That was Chuck's fault."

"Everything usually is," Carter replied. She saw a change flash in his eyes and he dropped her hand suddenly and stood up.

Serena felt her heart plummet, wondering what had gone wrong. The moment had been so perfect. Before she could ask him, Carter had moved to her side of the table and held his hand out to her.

"Will you dance with me?"

She smiled and simply nodded, not trusting her voice at the moment and placed her hand in his. Carter helped her from her seat and led her to the dance floor. Carter placed his other hand on her hip and drew her close to him. The night, the other couples, the band and everything else around them became a blur to Serena. She let her hand rest on his shoulder and basked in the feeling of being in his arms again.

Neither of them saw CeCe watching with a satisfied smile on her face. She had always known Carter Baizen was the ideal man for Serena. CeCe had discovered Serena was finally starting to see things her way after a brief chat with Blair at her wedding. Blair had explained that Carter was the one who needed the push in the right direction. CeCe had sent him an invitation to the party and judging from the way he was looking at Serena; her plan was already exceeding expectations.

Lost in the moment and throwing caution to the wind, Carter let go of her hand and slipped both arms around her waist, pulling Serena's body against his. She wrapped her arms around his neck and her head fell against his chest. She sighed softly. She had longed to be this close to him again and it felt even better than she'd imagined.

His hand skimmed gently up her back, his fingertips loosely tangling in the strands of her silky hair. Carter could smell the faintest hint of watermelon and it brought a smile to his face as he recalled the first time he and Serena had spent the night together in Santorini.

_From his vantage point on the bed, Carter watched Serena as she fluttered between the bedroom and the bathroom, trying to get ready for the day. The short hotel robe she had pulled on after her shower showed off her gorgeous legs and sent his mind straight back to the night they had just shared and the feel of those long legs wrapped around his waist. The thought alone was enough for his blood to start pooling southward._

"_What's your hurry, beautiful?"Carter drawled, patting her empty side of the bed. "Let's order breakfast."_

_Serena smiled and shook her head. The devilish look in his eyes told her breakfast was the last thing on his mind and she needed to get out of there before those blue eyes of his tempted her back into his bed._

"_I told you I have more people I need to talk to. I'll come back later," she promised. Serena scooped her clothes up off the floor and decided it would be wise to change in the bathroom._

"_Can I at least have a kiss before you go?" Carter asked._

_He looked so cute with his hair rumpled and the hint of stubble on his normally clean cut jaw that Serena couldn't help herself. Against her better judgment, she went to the side of the bed and leaned down to kiss him._

_Carter hooked his arm around her waist and tugged her onto the bed, rolling over and pinning her body beneath his. "That's better." He smiled and ran a hand over her wet hair. "You smell like watermelon." He brushed his lips over her neck. "I like it," he muttered against her skin._

"_It's the shampoo," Serena replied. She giggled when his stubble tickled her neck. "I'm serious, Carter, I need to go."_

"_Stay," Carter insisted. He covered her mouth with his._

Carter's mind snapped back to the present and he realized Serena was watching him with a curious smile on her face.

"Where did you go just now?" Serena asked.

"Santorini," Carter admitted. He smiled and lightly pulled a lock of her hair. "You still use the same shampoo."

Serena felt her skin grow hot at the memory of him pulling her back into bed and teasing her about the shampoo. She hadn't bothered to protest and they had ended up staying holed up in the hotel room for nearly two days and he had insisted on ordering watermelon from room service, telling her he would never look at it the same way again. She had rolled her eyes and told him he was being ridiculous, but she'd never stopped using the shampoo.

Her eyes met Carter's. "It reminds me of you," she replied.

The song ended and for a moment, Carter and Serena remained where they were on the dance floor, wrapped up in each other. The only sound she heard was that of her heart beating in her ears and her eyes focused solely on Carter's. He was looking back at her and for a brief second, his gaze passed to her lips and she held her breath, hoping he would kiss her.

But he didn't and Serena tried not to let disappointment cloud the beautiful moment they had just shared. "Thank you for the dance."

"I should be thanking you," Carter said. He took her hand in his again and led her off the dance floor, walking in the direction of the house. "I have to get back to the city, but I'm glad I came." He held the terrace door open for Serena.

"Me too," Serena said. She wanted to tell him not to drive back to the city. She wanted to tell him to stay with her so they could start making up for lost time. But she refrained from saying anything because she knew it was too soon. Carter had been holding himself back from her since the moment they had seen each other again in Eleanor's living room and maybe this night was what was finally going to change that. She wasn't about to push him and risk damaging the progress they had made.

"We should have lunch next week," Carter suggested, surprising himself and the voice in his head (which sounded like Matt) telling him to get away from her before he did something he was going to regret.

Serena smiled. "I would love that." Carter was asking her on a date! She fought the urge to jump up and down with excitement.

"Good, I'll call you next week," Carter said. "Please say good-night to CeCe for me." He paused, considered kissing her on the cheek and then thought better of it. "Good-bye, Serena."

"Bye Carter," Serena replied. She watched him walk toward the front door and wondered how it was possible that she'd just fallen even more in love with him.

"Is Carter leaving already?" CeCe appeared at her side and Serena nearly had a heart attack on the spot.

"Grandmother, you startled me!" Serena pressed a hand over her racing heart and wondered how long CeCe had been standing there. "I didn't even hear you come in."

"I think a bomb could have gone off and you wouldn't have noticed," CeCe commented. She laughed at the confused look on Serena's face and gently patted her cheek. "I might be old, but I know love when I see it and you have it bad for that young man."

Serena's face flushed scarlet. "I -" She closed her mouth. There was no point in denying what was obviously written all over her face.

CeCe laughed again. "That's what I thought. Of course if memory serves me – and it usually does – I believe I suggested this particular match many years ago. I saw something in Carter the first time I met him." She couldn't resist pointing that out with the vaguest hint of an "I told you so" in her tone. CeCe hadn't changed that much over the years.

"You were right," Serena agreed, too caught up in her own happiness to begrudge her grandmother her moment. "It just took me a little bit longer to see it."

"The best things often do," CeCe replied. She kissed her cheek. "You're hereby excused from the rest of the party, but I must get back out there. Good-night, dear."

Serena smiled gratefully. "Good-night." She practically floated up the stairs to her bedroom as she relived the evening in her head. Everything had been so perfect.

She kicked off her shoes and flopped down on the bed in her dress. Closing her eyes, she thought about Carter holding her while they danced and the way he kept playing with her hair. She smiled, thinking of the look in his eyes when he recalled their time in Santorini. Up until now, there had still been huge doubts drifting through her head when it came to Carter's feelings for her. It was one thing for him to want to protect her from a crazy (albeit make-believe) stalker. He was a good guy and he wouldn't want anything bad to happen to her no matter how he felt about their past.

But tonight had given her a new perspective and she wasn't sure she would ever stop smiling. Carter had feelings for her and there was a good chance he was still in love with her. Even if he wasn't, Serena thought, it wouldn't be nearly as hard as she'd thought it would be to get him back to that point. He had fond memories of their past together and his lunch invitation would be the first step toward creating new memories.

Serena reached for a throw pillow and cuddled it in her arms against her heart. For the first time since she'd come home, she truly believed everything was going to work out.

* * * * *

Monday morning rolled around in no time and Serena was back on the Upper East Side. Chuck and Blair had returned from their honeymoon the day before and she had spent most of Sunday night filling Blair in on what had happened in the Hamptons. (Chuck had excused himself to his study, muttering about being disgusted by the squealing). Like CeCe, Blair had thrown in a few of her own "I told you so's" in between patting herself on the back for coming up with the stalker idea in the first place. Serena reminded her friend that she didn't like having a lie between them but Blair ignored her protests and told her to focus on the big picture.

That was exactly what Serena planned on doing today. The weather was beautiful, not a single cloud in the endless blue sky and the temperature was already near eighty even though it wasn't noon yet. She'd put on her favorite red and white slip dress and paired it with the new red sandals she had splurged on. She knew she looked good when she walked into the Plaza, her long hair tumbling down her back and a confident smile on her face. She planned on surprising Carter and inviting him to lunch.

Serena walked up to the front desk, prepared to turn on the charm and throw around the van der Woodsen name if she needed to. "Hi. Can you tell me what room Carter Baizen is in?" she asked sweetly.

"Actually, Mr. Baizen just walked into the dining room. You should be able to catch him," the clerk replied.

"Thank you." Serena turned and hurried across the marble floor to the dining room. She wanted to catch Carter before he sat down. She had been hoping to have lunch at one of the outdoor cafes in Central Park. She thought that would be much more romantic and a subtle reminder of their time in Europe.

She walked into the dining room and spotted Carter. Before she could raise her hand to wave, she saw his face break into a smile as a petite blonde she didn't recognize ran into his open arms.


	9. Chapter 9

**Author's Note: Thank you for all the reviews! I really appreciate everyone taking the time to leave them. Katy, thanks for being a rockstar. Please leave feedback and let me know what you think of this chapter. Enjoy!**

_How do you feel when there's no sun  
And how will you be when rain clouds come and pull you down again  
How will you feel when there's no one  
Am I just like you? _

Cater pulled back from the hug, still smiling at Emily Spencer. "It's great to see you, Em."

"You too," Emily replied, returning the smile. "Matt had a meeting he couldn't get out of, but he's going to meet us at the restaurant later," she explained. "I can't wait to see it."

"There's still not much to see, but the construction crew is making some progress," Carter said. He thanked the hostess for showing them to their table and politely pulled the chair out for Emily. "How are things on Wall Street?"

"Not bad, but let's skip the small talk and get to the juicy stuff." Emily sat down and accepted the menu the hostess handed her with a quick smile before turning her attention back to Carter. "What is going on with you and that Serena girl who broke your heart?" she asked.

Carter decided he was going to have to murder Matt before he officially started the job he'd been so eager to offer him. "She didn't break my heart." He sat down and gestured to the menu in her hands. "You should try the salmon," he suggested, opening his own menu.

"You can't distract me with food." Her hazel eyes widened when she glanced at the menu choices. "Okay, maybe you can, but only for a few minutes," she conceded. "This isn't over."

Carter hid his smirk behind the menu. Despite his desire to squash the current topic, he was happy to see Emily. He had always liked her ability to go with the flow and not worry what everyone around her was thinking. She never shied away from giving her opinion on everything and anything – including his love life. Emily had offered to set him up with some of her friends many times over the years and as much as he wanted to be annoyed with her for it, Carter knew she was just looking out for him. He'd never discussed Serena with her, but Matt obviously had and he was going to pay dearly for it.

The waitress came to take their orders and as soon as she walked away, Emily raised an eyebrow expectantly. "Well?"

"Well, what?" Carter replied coolly. "I'm sure Matt has already filled you in on Serena working with me."

Emily nodded impatiently. "I'm more interested in what I read on Gossip Girl about the two of you being together in the Hamptons over the weekend."

Carter rolled his eyes heavenward. "Give me a break, Emily. Why would you take anything that crazy bitch writes seriously?" he demanded. The last thing he needed at this point in his life was that psycho posting rants about him and Serena.

"A lot of people take her seriously because what she says is usually true," Emily replied, nonplussed by his tone. "Were you with Serena in the Hamptons this weekend?"

"Technically," Carter admitted.

"And were the two of you – I'm quoting here – 'on the verge of picking up where you left off before Serena drove you away?'" Emily asked.

Carter scowled. "She actually used those words?"

Emily nodded. "I can pull it up on my phone if you want to read it yourself," she offered.

"That won't be necessary, I know how she operates," Carter replied. He could fill in the blanks on his own. "Serena and I are just friends and there's nothing else to say on the subject."

Emily's expression turned serious. "Carter, I'm only trying to look out for you and you can sit there and tell me it's none of my business, but I disagree and I automatically win."

Carter laughed. "I appreciate your concern, but there's nothing going on between Serena and me."

"All right," Emily said. The look on her face told Carter she wasn't convinced, but she was willing to drop the subject for now. "Tell me your plans for the restaurant," she said.

* * * * *

Serena was a wreck when she knocked on Blair's door. She had fled the Plaza in tears and blindly ran the three blocks to the Empire. Her hair was tangled, her makeup was a mess and her feet were screaming in pain, but she didn't care. She kept seeing Carter and that girl hugging over and over again in her mind's eye. Like a fool, she'd spent the whole weekend basking in every moment they had spent together and he was on a date with someone else.

Her heart broke all over again at the thought. How could he be on a date with someone else? Her mind desperately tried to come up with excuses. Maybe she was a friend or a business associate. But Carter would never smile that way at a business associate. His excitement at seeing her had been plain as day and the hug they shared had spoke volumes. There was no way it was their first date.

Fresh tears streamed down her face. She'd been so sure everything was going to work out after CeCe's party. Carter had seemed happy to reminisce with her and the way he'd held her when they'd danced – Serena knew she didn't imagine that. It had been his idea for them to have lunch together! Why would he suggest that if he was already dating someone else?

The non-existent stalker flashed in her head. Maybe she'd been misinterpreting everything. Carter was worried about the stalker, so he offered to have lunch with her. He was probably just trying to be nice and give her the reassurance she would need if she was actually scared. The reminiscing was probably just that. He was able to look back fondly at their time together because he had moved onto someone else.

Her insides twisted into knots and Serena couldn't catch her breath as sobs poured out of her. Why had it never crossed her mind that Carter would have found a new girlfriend? He was an amazing guy and just because she'd been stupid enough to throw away what they had didn't mean someone else was.

The door opened and Blair's smile disappeared and her heart leapt into her throat the instant she laid eyes on Serena. "S! Did someone hurt you? Do we need to call the police?" She put her arm around her best friend's waist and gently drew her inside. "What's wrong?"

Serena opened her mouth, but she was too humiliated to make the words come out. She clung to Blair and sobbed harder.

"S, you're scaring me." Blair hugged her as she tried to maneuver her to the couch. "Do you want me to call Chuck? Or Carter?" she offered.

"No!" Serena cried in horror. "You can't ever call Carter again." She buried her face in her hands.

Blair frowned. "What did Carter do? You were so happy yesterday."

"I was stupid yesterday," Serena corrected her. She took several deep breaths and tried to get a grip on her tears. "He doesn't want me, B. He's -" She couldn't make herself say it. "I – I saw him with someone else." She choked the words out and a fresh knife stabbed through her heart.

"What? Where? When?" Blair was going to find Carter Baizen and tear him apart with her bare hands. How dare he do this to Serena? She'd been so sure he was still in love with Serena and that was before she'd heard the story about the Hamptons.

"At the Plaza. I went to surprise him and he was there hugging this blonde girl," Serena said. The words sounded foreign and hollow to her ears. Maybe she was officially dead inside.

"Serena!" Blair took her friend by the shoulders and shook her. "All these tears because you saw Carter _hugging_ some girl? I hate to say this, but you're overreacting."

Serena shook her head. She knew it sounded ridiculous, but Blair hadn't witnessed what she had. "It was more than that."

"Was he kissing her?"

"No," Serena admitted. She saw the telling look on Blair's face that told her she thought she was crazy. "I could tell he cared about her."

"So?" Blair asked. "She's some random girl and you're the girl he loves." She needed to assess the situation herself since Serena's judgment could not be trusted. "Go wash your face and pull yourself together. We need to get back there."

"Are you crazy?" Serena crossed her arms over her chest and leaned back against the couch pillows. "The only place I'm going is back to Paris. This was a huge mistake."

Blair rolled her eyes. "I'm supposed to be the dramatic one, remember? Now I am going to the Plaza to spy on Carter and this mystery girl and if you don't want to come, you can stay here." She stood up and glanced at the blue and white sundress she wore. It wasn't exactly a blend into the scenery look. "Dorota, I need my black trench coat!" she called.

Dorota hurried in from the kitchen. "Miss Blair, it is eighty degrees outside. Trench coat would stand out."

Blair considered it and decided she was right. "Fine, then bring my oversize Chanel glasses and grab the extra pair for Serena." She pulled her friend off the couch. "We both know you're coming, so hurry up."

Serena didn't have the energy to protest and walked to the bathroom to follow Blair's orders. She would go back with her and let Blair see for herself that Carter had moved on. The thought triggered new tears and she quickly turned on the faucet to try and drown out the sound.

* * * * *

"I'm not going in there," Serena announced as she and Blair arrived at the Plaza. She wasn't sure what had possessed her to agree to come back, but there was no way she was going to subject herself to seeing Carter with his date a second time. She already had enough images to fill her head.

"Fine, you can wait out here," Blair said impatiently as she adjusted her sunglasses. She wanted to get to the bottom of this before Serena tried to do something rash like jump on a plane back to Paris.

"Wait." Serena grabbed her arm before she could walk away. "Don't let Carter see you." She didn't want to think about how he would react if he caught Blair spying on him and his date. Serena ignored the now familiar stabbing in her chest at the thought about Carter and the mystery blonde being on a date.

"S, this is not my first spy mission," Blair assured her. She gently pulled her arm out of Serena's grasp. "Trust me." She started toward the entrance and Serena grabbed her again, her fingernails digging into her skin in a death grip.

"That's her!" Serena cried, nodding toward the girl who had just exited the hotel. "That's the girl I saw with Carter." She tried to look inconspicuous.

Blair turned and peered over the top of her sunglasses. The girl was pretty, she supposed, in an average kind of way. Her reverse bob cut was cute, but nothing special and the dress she wore was definitely not a designer brand. Blair glanced down at her shoes and scoffed. She was wearing flats for heaven sake.

"Don't worry, S, I've got this." Blair tossed her hair over her shoulder and sauntered over to the girl as she waited to cross the street. "Excuse me!"

Oh my God, Serena thought. She considered turning and running away in the opposite direction, pretending that she had no interest in what was going on with Blair and the stranger. But Serena knew Blair too well and she was afraid of what she might say or do. She hurried after her.

Emily turned to Blair with a polite smile on her face. "Can I help you?"

Blair put on her famous Queen Bee bitch-face. "Actually, I'm the one who's going to help you before you make a mistake that's an even bigger disaster than those bargain basement shoes."

Emily's smile faded. "I'm sorry, do I know you?"

Blair smiled at her. "My name is Blair Waldorf-Bass. I'm sure you've heard of me."

Serena rolled her eyes behind her sunglasses. It had been awhile since she'd witnessed one of Blair's over-the-top power rants and she could see her best friend still relished reminding people that she was in charge.

Blair pulled off her sunglasses and narrowed her eyes at Emily. "My husband and I have more influence and power over this city than you could ever dream of having. You're going to do exactly what I say unless you want your whole life to become a nightmare."

"Excuse me? I think you might have me confused with someone else."

"I know exactly who you are," Blair said. She wrinkled her nose in distaste. "Well, technically I have no idea, nor do I care to know who you are, but you're the person I want to talk to."

"Why is that, exactly?" Emily looked back and forth between the two girls for an answer.

Serena heard the annoyance in her voice and she couldn't blame her. This was starting to feel like an even worse idea than coming to the Plaza again was in the first place. She wished she could just melt into the sidewalk.

"You need to stay away from Carter Baizen," Blair said, her tone making it clear it was a command, not a request.

Emily's jaw dropped. "What?"

Here we go, Serena thought, mortified.

"You heard me," Blair replied. She moved closer to Emily, pleased to see her heels gave her a height advantage. "I get why someone like you would want to be seen with Carter. He's good-looking, charming and most importantly he comes from money. But he's not available."

"Wait a minute," Emily snapped in disbelief. "Did you just imply that I'm some sort of gold digger?"

"If the cheap shoe fits," Blair replied coldly.

This was getting out of hand, Serena thought. She could practically see the steam coming out of the girl's ears and Blair was feeding off it. She was caught up in her power trip mode and Serena didn't see how any of this was helping. The girl was probably going to go straight to Carter and tell him about Blair attacking her on the street corner. She would probably point out the blonde girl who stood by her side and did absolutely nothing while Blair berated her. Carter was going to be furious at the new low she had just reached.

"Okay, I'm not sure why you think my life is any of your business, but I'm going to walk away now before this conversation gets any weirder," Emily said.

"Don't walk away from me," Blair ordered. She grabbed her arm and spun her around to face her again. "Stay away from Carter or you're going to be sorry. I'll make it my life's mission to make your life a living hell until you can't show your face in this city. Am I making myself clear?"

Just le me die, Serena thought. Blair was throwing around threats like they were back in high school and someone had tried to sit higher than her on the MET steps. They were supposed to be adults. Carter was going to hate her when he heard about this and she had no doubt he was going to hear all about this from his new girlfriend. The thought made her want to throw up.

"The only thing that's clear to me is that you're a crazy person. Have a nice day," Emily added before she set off to cross the street.

"We're not done!" Blair started to follow her, but Serena pulled her back.

"B, please stop. She obviously doesn't care what you have to say," Serena said. She couldn't handle any more humiliation. Carter was going to think she was the same selfish, immature girl that he had walked away from. Not that he was spending time thinking about her at all since he had a new girlfriend to focus on.

Her phone rang and Serena was grateful for the distraction to keep her from bursting into tears. She pulled it from her purse and gasped when she saw the name on the display. "It's Carter!" She turned to Blair, panic rising in her blue eyes. "Do you think she called him already?"

"Of course not," Blair said. She held out her hand for the phone. "Let me talk to him."

"No," Serena said firmly. The last thing she needed was Blair extending her Queen Bee act to Carter. She took a deep breath and answered the phone. "Hi Carter."

"Serena, can you meet me at the restaurant tonight around five?" Carter asked.

"You want me to meet you at the restaurant at five?" Serena repeated his words for Blair's benefit and sent her friend a desperate look. She needed an excuse to say no.

"Yes," Carter replied, confused. "Are you all right?"

"I'm fine," Serena said quickly. She sent Blair another look and mouthed "help me."

"Say yes," Blair hissed.

Serena shook her head frantically. There was no way she was going to be able to face Carter after everything that had just happened.

"Say yes," Blair said again. She tried to reach for the phone.

"Serena, are you there?" Carter asked.

"Yes, sorry," Serena replied. She dodged Blair's hand and spoke before she could change her mind. "I'll see you there." She ended the call without giving Carter a chance to respond. "Blair! Why didn't you come up with an excuse for me?"

"You can't run away from this, S, I won't let you." Blair slipped her sunglasses back on and took Serena by the arm. "Trust me, that no name girl is history. Now let's go back to the penthouse. We need to get the puffiness out of your eyes before you see Carter."

* * * * *

At exactly five o'clock, Serena stood outside Carter's restaurant and tried to find the nerve to walk through the door. Blair had spent the better part of the afternoon trying to reassure her that everything was going to be okay. She was more than confident her verbal assault had scared the girl away. Serena had her doubts, but the desperate part of her wanted to believe Blair was right and there was still a chance for her and Carter.

She had played the scenarios over and over in her head and they all boiled down to two basic conclusions. In the first, Carter already knew what had happened in front of the Plaza. His new girlfriend had filled him in on Blair and her equally crazy, but mute blonde friend who had tried threatening her away from her own boyfriend. Carter would be furious and he would let Serena have it as soon as she walked through the door, telling her he never wanted to see her again.

In the second, Carter was still blissfully clueless and he would be happy to see her because they were friends now and he had no reason to think badly of her. Things would go being normal until he eventually talked to his new girlfriend and she told him what they had done and then he would let Serena have it and tell her he never wanted to see her again.

Either way, she was screwed.

Summoning every ounce of strength she had left, Serena opened the door and walked inside. Carter was seated at a folding table that had been set up where the hostess stand was eventually going to be. He was looking over the blueprints and the notes the construction manager had left. He looked up when Serena came in and smiled.

"Hi, glad you could make it."

Scenario two it is, Serena thought. She managed a weak smile. She felt like she was sitting on a ticking time bomb. Sure, there was a small chance Blair was right and the girl would be too scared to say anything. But she knew the odds were stacked against her. Maybe she should just tell Carter the truth herself before his new girlfriend got the chance. Maybe her honesty would count for something. Maybe –

"Serena, have you heard a word I've said?" Carter asked.

Maybe I should pay attention, Serena finished. She saw Carter was watching her with concern in his blue eyes. He probably thought she was acting like a crazy person. She _was_ acting like a crazy person. Coming here was a mistake.

"Serena," Carter said again. He rose from his chair and came to stand beside her, laying a hand on her arm. "What's wrong? You sounded strange on the phone earlier and I can see your mind is somewhere else. Talk to me."

The sweetness in his tone physically hurt her. She had to tell him the truth and beg for his forgiveness. She opened her mouth to speak, but before she could get the words out, the door at her back opened.

"Sorry we're late," Matt called.

Slightly relieved at the interruption, Serena turned to say hello to Matt. But her eyes fell on the familiar blonde standing beside him, her hand firmly grasped in his and for a moment, Serena's world slipped completely off its axis.

Her face burned, the realization of her mistake slamming into her. She heard Blair's voice suggesting she was overreacting in the back of her mind like some sort of "you should have listened to me" taunt. She was suddenly lightheaded and once again wished the floor would swallow her. She couldn't bring herself to look at Matt or the girl who was clearly _his_ girlfriend and she certainly couldn't risk looking at Carter. She stared down at her shoes and recalled Blair insulting the poor girl on the street.

Carter's voice sounded far off as he introduced Serena and Emily. She heard the other girl say something, but she was too mortified to process the words. There was only one thing she could do now and it was the thing she did best.

"I'm sorry, I have to leave," Serena said quickly. She still couldn't risk looking at Carter, but she couldn't help looking at Emily. Sure enough, the she was looking back at her like she was insane. "I'm so sorry," she said again before she practically ran for the door.

"Serena!" Carter shouted. He'd never seen Serena act like this before and now he was worried. She had seemed off from the first time he'd spoken to her and she had started to tell him what was wrong before Matt and Emily had arrived. Carter was concerned something had happened with the stalker and he didn't want her to be alone. He started to go after her, but Matt stepped into his path.

"Let her go, man," Matt said. "She doesn't want to be here."

"Something's wrong," Carter insisted. "I have to talk to her." He tried to get around Matt, but he stayed firm. "What are you doing?"

"I think I know what's wrong with Serena." Matt glanced at Emily. "Tell him."

Emily looked uncomfortable. She'd filled Matt in on the strange encounter with Blair and the girl she had correctly assumed was Serena. Some of her initial outrage had already started to fade toward amusement by the time she'd come home. But after watching Serena's mini-meltdown, Emily was starting to feel sorry for the poor girl and Blair's ranting now made a lot more sense to her.

"After I left the hotel, I ran into Serena and her friend Blair on the street," Emily started, trying to think of the most tactful way to tell the story. "Blair was slightly combative," she said.

Carter frowned. "Combative?"

"Yeah," Emily glanced at Matt and he nodded, gesturing for her to continue. "To be honest, she was a little rude. I think she was under the impression that there was something going on between the two of us and she strongly suggested I stay away from you."

"What?" Carter was more confused than ever. Why the hell would Blair want Emily to stay away from him? He knew the girl had crazy tendencies, but that didn't make any sense. "And Serena was with her?"

"Yes," Emily said. Her sympathy for Serena grew stronger as she recalled the horror on her face while Blair had gone on and on with her threats. "She didn't say anything and I don't think she was particularly happy to be there. Blair did all the talking."

"That sounds like Blair," Carter agreed. He knew her preferred M.O. all too well. "Did she threaten you?"

"Sort of," Emily admitted. She could feel Matt's eyes on her, urging her to tell him everything. "She implied that I was a gold digger."

Carter scoffed. "That's ridiculous. I still don't understand why Blair would come up to you out of the blue and why Serena didn't say anything." Normally when Blair got out of hand, Serena was able to rein her in and prevent her from attacking innocent strangers. It wasn't like her to stand by and do nothing.

Emily glanced at Matt. She knew he thought Serena was every bit as crazy as Blair had acted, but she had a feeling Serena genuinely cared about Carter and had gotten the wrong idea. She was probably mortified at this point and Emily felt bad for her.

"I think they were under the impression that you and I were on a date and Blair was trying to protect her friend," she said.

"Which she had no business doing," Matt interjected. "Even if there was something going on between you and Carter, Serena has no right to be upset about it and her crazy friend definitely doesn't have the right to accost you on the street."

"Blair tends to run her mouth without thinking," Carter said quietly. Everything was starting to make more sense now. Serena and Blair must have seen him and Emily together at the hotel. Serena had mistakenly assumed they had been on a date and Blair had done her best to try and scare Emily away from him. No wonder Serena had been acting so odd.

"Carter, you do see how crazy this is, don't you?" Matt asked. He had always assumed Carter had embellished his stories when he'd talked about living in New York and the run-ins he'd had over the years with the Upper East Side crowd. But after this, he understood why Carter had felt the need to move across the country to get his life together. He'd been surrounded by crazy people.

"It is crazy," Carter agreed. He turned to Emily. "I'm sorry about Blair. Believe it or not, she usually means well." Blair had her faults, but there was nothing she wouldn't do for Serena.

Emily nodded. "I got that impression underneath the insults my shoes suffered."

"I have to go talk to Serena. Can I get a rain check for dinner?" Carter asked.

"Carter, you can't go after her," Matt said. He could see he wasn't going to get any help from Emily, so he appealed to his friend's rational side. "You've told me over and over again that it would be a mistake to get involved with her again."

"I'm not getting involved," Carter assured him. "We're friends now and I want to make sure she's okay. I would do the same for you," he added.

Emily laid a hand on Matt's arm. "Carter's a big boy," she reminded him.

"Thank you. I know what I'm doing," Carter said. "Lock the door behind you," he added before walking out.

Matt sighed. "He's making a mistake."

"You don't know that. Stop being so cynical," Emily said. She watched Carter hail a cab. It was obvious to her that things were not over between him and Serena.

Matt put his arm around her shoulders. "I know you mean well, Em, but you didn't know Carter when he first came to LA. He was angry and bitter and I don't want that to happen to him again."

"It's not up to you any more than it was up to that Blair girl," Emily pointed out. "We're his friends and it's our job to support him."

"Okay," Matt agreed, knowing he wasn't going to win this argument. He hoped Emily was right and Carter wasn't about to get his heart stomped on for a third time by the same girl.


	10. Chapter 10

**Author's Note: Thanks to everyone for the reviews. I really appreciate so many of you taking the time to leave them. Feedback makes me want to write faster (hint!). As always, a special thanks to Katy for helping me with this and for being awesome in general.**

_Don't fall apart  
Don't let it go  
Carry the notion  
Carry the notion back to me_

Serena was relieved when she stepped off the elevator and found the penthouse empty. Lily and Rufus were going to be at the gallery for the evening and she was free to wallow in her self-pity and shame. She kicked off her heels, dropped her purse on the coffee table, flopped down on the couch and then considered going to the kitchen to see if there was ice cream. A good wallow wasn't complete without chocolate chip cookie dough.

She padded into the kitchen and found a quart of Ben & Jerry's tucked in the back of the freezer. Serena grabbed a spoon from the drawer and dug right into the ice cream without bothering with a bowl – she planned on devouring the entire thing. A bottle of wine caught her eye and Serena debated pouring herself a glass – or possibly pouring it over her ice cream – and decided against it. At the rate she'd been screwing up lately, the last thing she needed was to get drunk and cause more trouble for herself.

Serena returned to the couch with her ice cream. She had spent the long cab ride through rush hour traffic reflecting on the bad choices she had made since coming back to New York. Going along with Blair's stalker ruse had been her first mistake, but somehow that didn't seem so bad compared to today's debacle.

Her face grew hot at the mere memory of seeing Matt and his girlfriend – she thought Carter had introduced her as Emily, but she'd been too busy _dying_ at the time to pay attention – coming into the restaurant. Why hadn't she listened to Blair when she'd suggested she was overreacting? Blair was the queen of act first and think later and she had tried to tell Serena she was making a big deal out of nothing. Carter and Emily had shared a hug in the middle of a restaurant and Serena had responded to it like she'd witnessed him proposing marriage.

"Idiot," Serena muttered. She spooned another large helping of ice cream into her mouth. She could only imagine the conversation Carter was probably having with his friends right now. Matt already disliked her and now he probably thought she needed to have her head examined. There was no chance Emily had anything but a low opinion of her and Carter was probably thanking God that he'd had the good sense to run as far away from her as possible and not look back. The three of them could laugh at her stupidity and then go about their evening. Emily probably had _sane_ friends she would introduce Carter to.

Her phone started ringing and she knew without even looking that it was Blair. Serena had texted her from the cab telling her who Emily was and that she did not want to talk about it. Blair had responded with an "I'm sorry and I'm here if you need me" text, but Serena knew her best friend wanted the whole story and wouldn't be satisfied until she heard every last embarrassing detail. Serena was actually surprised she'd managed to hold off calling this long. She reached for the phone.

"Blair, I love you, but I need to be alone right now," Serena answered. She tucked the phone between her shoulder and her ear so both hands would be free for her ice cream.

"S, I don't think you should be alone. Come to the penthouse and we can watch a movie," Blair offered. "Chuck has a meeting so he won't be here to do his usual running commentary of what's wrong with it."

Serena laughed, in spite of everything. Chuck did tend to ruin perfectly good movies by pointing out flaws normal people would never notice – like why a purple bowtie would work better than a regular tie with a certain suit. "I appreciate the offer, but I'm staying here. Alone," she added before Blair could invite herself over.

Blair sighed. "At least tell me how you left things with Carter."

Serena cringed, thinking about how she had run out of the restaurant without bothering to give him an excuse. Saying the words out loud couldn't possibly make her feel any worse, so she gave Blair a brief recap.

"Oh S," Blair said when she finished, sympathy pouring from her voice. "You're going to have to face him sooner or later because I'm not letting you run back to Paris and hide for another seven years."

"Don't worry, B, I don't plan on leaving this apartment, let alone hopping a flight to Paris. I'll call you tomorrow," Serena promised. She ended the call and tossed the phone on the table. She was going to stay because it was the _adult_ thing to do and she knew she would have to face Carter eventually. But tonight, she was going to eat ice cream and sulk.

She dug around in the ice cream and scooped out a large spoonful of cookie dough. Serena brought the spoon to her lips and heard the elevator doors open. Confused, she leaned off the side of the couch and looked back toward the foyer, expecting to see Lily or Rufus. But it was Carter who strode out of the elevator and the shock caused her to drop the spoon. Serena tried to grab it before the ice cream hit the carpet, but she misjudged her balance and tumbled off the couch, sending the ice cream container flying.

Serena hit the carpet with a soft thud, her arm landing on the spoon, smearing cookie dough against her bare skin. The container bounced over the carpet, spilling melted ice cream in its path before coming to rest near the end of the couch. Knowing she had no other choice aside from praying for death to take her on the spot, she looked up and her eyes met Carter's.

He was laughing at her.

"Are you all right?" Carter asked, his voice shaking with laughter. When she glared at him, he laughed even harder, his cheeks reddening until his blue eyes shone with tears and he had to struggle for breath.

"It's not funny," Serena protested. She eased herself into a sitting position and pulled the sticky spoon off of her arm, her eyes taking in the mess the ice cream had made because she'd fallen off the couch. The ridiculousness of the situation hit her and she started to laugh. Her eyes met Carter's. "Maybe it's a little funny," she said, laughing harder.

Carter managed to get a grip on his laughter and went into the kitchen to find some paper towels. He spotted the lid for the ice cream sitting on the counter and grabbed it, carrying everything back into the living room where Serena was still sitting on the floor. She handed him the container and set to work blotting the ice cream out of the carpet while he put the ice cream back in the freezer and tossed the spoon in the sink.

"I think I got most of it," Serena announced when he returned to the living room once again. She threw the paper towels in the wastebasket and pulled herself back onto the couch. She couldn't bring herself to look at Carter, so she focused her attention on scanning the carpet to see if she had missed any spots.

Carter sat down next her, leaving little space between them and cupped her chin in his hand, forcing her to look at him. "Emily told me what happened earlier," he said. His hand lingered briefly on her cheek before dropping back to his lap.

"I'm sorry, Carter," Serena apologized. She forced herself to look him in the eye; he deserved at least that much from her. "I can only imagine what Matt and Emily must think of me. I should have stopped Blair when she was on her tirade, but I -" She paused, not sure how to explain her behavior without telling him she was helplessly in love with him. "I should have stopped her," she repeated lamely.

"Em was a bit taken aback by the whole incident," Carter said, searching her eyes for what she wasn't telling him. "But Waldorf didn't scare her as much as she wanted to. Which brings me to my next question, why did she want to?"

Serena dropped her gaze back to the floor, her cheeks burning. There was no way out of this for her other than telling Carter the truth. "I saw the two of you together and I misread the situation and thought you were on a date. I told Blair and she tried to handle it." She waited for him to tell her how much he hated her and how he never wanted to see her again.

Instead, he surprised her by laughing softly. "That's what I thought. No one will ever accuse Waldorf of being discreet."

More than a little confused, Serena risked looking at him and saw amusement in his eyes and a faint smirk on his lips. "Why aren't you angry with me?" she asked.

It was Carter's turn to look confused. "Why would I be angry with you? Unless Emily left out part of the story, Blair was the one who was out of line and I expect that from her. I understand why you were embarrassed when Emily showed up with Matt, but I wish you had stayed and just told me what happened."

"I was going to tell you, but then I saw Emily and realized my mistake," Serena said. She still didn't understand why Carter was being so nice about this. Maybe he felt sorry for her because she was so damn pathetic. The thought didn't sit well and she rose to her feet, suddenly feeling the need to pace the room.

Carter watched her, still trying to figure out what she wasn't telling him. He'd considered things from her point of view on the ride over and he understood she was embarrassed. She had overreacted to the situation, but he wasn't going to hold that against her. They were still testing this friendship thing and the lines weren't quite clear yet. He might have had a similar reaction if he'd seen her with another guy.

Something unpleasant tightened in his chest at the thought.

"Serena." He rose from the couch and joined her by the window where she stood looking down at the traffic to avoid looking at him. "This friendship thing is not going to work if we're not honest with each other," he said.

She nodded and finally turned to look at him. There was that familiar intensity in his blue eyes and Serena found herself thinking of the countless times he had looked at her like she was the most precious thing in the world. The thought that he would ever look at someone else that way was unbearable and she knew she had to do something before it was too late.

"Maybe friendship isn't enough," Serena blurted out. She saw the surprise flicker across his face and pushed on before she lost her nerve. "I don't want to have to worry about seeing you with someone else when you belong with me." She took a step toward him and locked her arms around his neck, dragging his mouth to hers.

The instant their lips touched, a spark of electricity seemed to radiate between them. Kissing him again was even better than she had imagined. The familiar heat of his mouth on hers, mixed with the longing and desire she'd been holding onto for so long had her heart pounding in her chest. She poured her emotions into the kiss, wanting him to feel everything she felt for him.

When the kiss broke, it took Carter a full minute to get his bearings, and he simply stared at Serena, trying to wrap his mind around what had just happened. She gazed at him, her eyes hazy with lust and whatever sense of control he thought he had, snapped.

His arms went around her waist and he pulled her body against his. He smiled when he heard a small gasp escape from her lips and lowered his mouth to hers. Blood pounded in his brain as the kiss went deeper, a slow slide into heat that tangled his senses and made him desperate for more.

Her hands slid down his chest and she tugged his shirt from the waistband and let her hands roam over his skin. Carter broke the kiss long enough to yank the shirt over his head before feasting on her lips again. His hands fisted in her hair and his lips, fast and frantic, moved from her mouth to her throat. He traced his tongue over the thick beat of her pulse and she moaned, her head falling back to give him more access.

Without letting go of each other, they stumbled toward the couch, Serena laughing and lightly shoving him down, quickly sliding herself over him, eager to taste him. She feathered kisses along his jaw line, enjoying the way his hint of stubble tickled her lips. His hands slid over her back and he caught the zipper of her dress between his fingers. Instead of lowering it, he placed his hands on her shoulders and gently pushed her back.

"We can't do this," Carter said, the reality of what he was about to do breaking through the cloud of desire that had taken over his mind. He eased himself into a sitting position, forcing Serena to do the same.

She stared back at him in disbelief, struggling to get her breathing back to normal. She wasn't crazy – he had wanted her just as much as she wanted him. The mind-numbing kisses they had shared proved that.

"What's wrong?" Serena asked. She reached out, brushing her fingertips over his cheek. "I can see this is what you want." She dropped her hand to his chest and felt his heart racing against her palm.

Carter sighed, placing his hand over hers. "We can't do this," he repeated. "It would be a mistake." He let go of her hand, and needing the distance, stood to retrieve his shirt.

"How can you say that?" Serena stood up as well, her eyes never leaving his. "I know what I felt Carter, and I know you feel it too." She wasn't about to let him deny what was obviously between them.

Carter hastily pulled on his shirt and tried to figure out how this had gotten out of control. Her kissing him had taken him by surprise and he'd reacted like any red-blooded straight male would. But he knew she was right and it went deeper than that. He did feel something for her and despite his best efforts to bury it deep inside himself, being near her was bringing his need for her back to the surface.

But that did not mean he had to act on it. "Serena, I'd be lying if I said I hadn't thought about being with you again. You're beautiful and special and you have this effect on me that no one else will ever come close to," Carter admitted. He watched the smile spread across her face and felt like an ass for what he was about to say. "But we both know how this story ends and I can't go there again."

"It doesn't have to be that way," Serena said. She took his face in her hands and gently kissed him. "We're different people now."

"We are different," Carter agreed. He pulled her hands away from his face and held them in his. "I don't want to go down that road again, Serena. I can't."

"It's my fault things didn't work out between us," Serena insisted. She could see the torment in his eyes and she knew he didn't really mean what he was saying. He wanted this as much as she did or he would have walked out the door already. "Please Carter; I know we can make this work."

"It's not a good idea," Carter said firmly. He dropped her hands and took a step back from her. "I can be your friend, Serena, but that's all. Anything else is too complicated. I'm sorry I let things get out of hand."

Serena was quiet. Her heart would be breaking into a million pieces if she believed for one second that he meant what he was saying. But she knew Carter. He was doing this to protect himself from her and she couldn't blame him for that after the way she had torn him apart the last time they were together. His scars weren't going to heal overnight just because she wanted them to. However, she could do everything in her power to help him get there.

With renewed confidence, Serena decided it was time to change her tactic.

"I understand and I'm sorry I kissed you." She moved closer to him, trailing a hand over his tussled hair. "Well, I'm not really sorry about the kiss. You were always _very_ good in that department." She winked at him.

Carter was confused by the quick change in her demeanor, but her words brought a smile to his face. "That was never our problem," he agreed, his mind drifting back to some of their memorable times together. Between his memories and what had almost happened, he was going to need a cold shower when he got back to the hotel.

"Well, I'm glad you came by so we had a chance to _talk_," Serena said, her gaze shifting to the couch, making it perfectly clear that talking was the last thing on her mind.

"Right," Carter agreed. His throat was suddenly very dry. "I should get going." He needed to get out of there before he started second-guessing his decision and did something they would both wind up regretting.

"Let me walk you out," Serena offered, casually linking her arm through his. She bit her lip to stop herself from smiling at his confusion. When they reached the elevator, she was surprised to see the doorman stepping out. "Hi Lloyd," she greeted him politely.

"Good evening, Miss van der Woodsen, Mr. Baizen," he added. He handed Serena a manila envelope. "This came for you and the messenger service said it was urgent, so I brought it up myself."

"Thanks," Serena said, frowning at the package. She wasn't expecting anything and there was no return address. Curious, she used her fingernail to break the seal and pulled out the contents. Inside, she found large black and white photographs. The first was a shot of her and Blair outside the Plaza. The next, the two girls were talking to Emily on the corner. She flipped through several similar shots and the last few were her arriving at the restaurant and stepping out of the cab when she returned to the Palace.

"Shall I hold the elevator?" Lloyd asked Carter.

"No," Carter replied. He waited for the doors to close before he snatched the pictures from Serena. "Are these all from today?" He shuffled through the pictures, irritated that some creep was doing this to her.

"Yes," Serena said. She knew Blair had to be behind this, but she had no idea how her friend had pulled it off. She glanced at Carter and saw his irritation was quickly building to anger. She knew it made her a terrible person, but she couldn't resist using the pictures to her advantage. "I can't believe I didn't notice someone taking pictures of me." (That part was true and a little creepy if she let herself think about it too much).

"Don't worry, Serena." Carter put his arm around her shoulders and pulled her close to him. "I won't let this guy get anywhere near you."

Serena leaned into him, resting her head on her shoulder and ordering her conscience to take a backseat. Yes, she was being deceitful but it wouldn't hurt just this _one_ time. It wasn't her fault Blair had sent those pictures over when Carter happened to be there (although the timing was a little suspect for her to believe it was a coincidence).

"Can you stay?" Serena asked. "My mom and Rufus will be back in a few hours, but I don't want to be alone right now."

"I'll stay," Carter agreed. He wasn't about to let her out of his sight now that he had seen what this stalker was capable of.

Serena smiled gratefully and wrapped her arms tightly around his waist in a "friendly" hug. "Why don't we watch a movie?" she suggested. "That's something friends do together, right?" She took his hand and led him back to the couch.

"Right," Carter said. Between thinking about what had nearly happened the last time they'd been on the couch and worrying about her safety, he doubted he would be able to concentrate on a movie. But when she grabbed the remote and sat down next to him, animatedly going over their choices, he decided he didn't care.

He was exactly where he wanted to be.

* * * * *

After watching _Ocean's Eleven _(Carter's choice) and _Chicago _(Serena's), they were in the middle of deciding between the history channel and the travel channel when Rufus and Lily arrived home, clearly surprised to find Serena and Carter sitting on the couch with an open pizza box on the coffee table and excused themselves to their room.

"Subtle," Serena joked when they were out of earshot.

Carter laughed. "Maybe we should have offered them the rest of the pizza."

"Thanks for staying. Tonight was a lot of fun," Serena said. They had never just hung out before and she realized that they had been missing out. Staying in with movies and pizza was a lot less stressful than battling to be seen at the hottest clubs or trying to get a table at the latest "it" restaurant. Of course she had spent half the night thinking about how great it had felt to kiss him and what she was going to have to do to force him to let his guard down again.

"It was fun," Carter said. He'd been pleasantly surprised how easy it had been for the two of them to relax together. His mind had wandered to dangerous territory on more than one occasion when her arm had brushed his or she'd turned her head and the scent of her hair drifted to his nose. But he'd managed to keep his hands to himself, even if some of his thoughts were less than pure.

Serena walked Carter to the elevator and gave him a hug, pressing her body against his in a way that would never be classified as platonic. "Good-night, Carter," she whispered against his ear.

"Good-night," Carter managed to mumble, despite the blood rushing from his head. He stepped into the elevator and took one last look at her. "I'll stop by tomorrow to pick you up on the way to the restaurant. I don't want you to be alone."

Serena nodded. "I'll see you tomorrow." She waited for the doors to close before letting out the breath she'd been holding. She was probably going to burn in hell for manipulating him, but she would make it up to him in the long run. She had every intention of doing everything in her power to make Carter happy for a long time.

She picked up the pizza box and her cell phone and dialed Blair as she walked to the kitchen. "How exactly did you get those stalker pictures of me?" Serena asked when her friend answered on the first ring.

"Chuck's PI took them," Blair explained. "When you went to fix your make-up, I called Chuck and told him we might have a situation just in case there was something to the girl you saw with Carter. Which there wasn't," she pointed out.

"Now's not the time for 'I told you so.' How did you know Carter was here?" Serena asked. She set the pizza box on a shelf in the refrigerator and grabbed a bottle of water before heading down the hall to her room.

"The PI saw him arrive when he was leaving your building and then Chuck paid him extra to get the pictures developed and sent over. It's a good thing Carter was there for more than an hour. What exactly were you two doing?" Blair asked.

Serena smiled. "It's a long story."


	11. Chapter 11

**Author's Note: Thank you so much for all the reviews and story alerts! I love getting feedback on this story. A special thanks to Katy because she's awesome. **

_You're wishing for someone_

"**Is it just me or did June just fly by? Well, the weather is not the only thing sizzling here on the Upper East Side. It looks like S has recast her spell over a certain restaurateur. My sources tell me they've been canoodling all over the place. Hot town, summer in the city, indeed. XOXO, Gossip Girl."**

Carter frowned at his laptop. Canoodling had to be one of the most ridiculous words in the English language. What the hell did it even mean? Regardless of its meaning, Carter was confident it wasn't something he and Serena had been doing.

Then again, confident might be too strong of a word, he conceded. The two of them had spent nearly every day together for the past few weeks since the stalker had sent Serena those pictures. He had wanted to protect her and make sure the stalker didn't get anywhere near her. But Carter had noticed a change in Serena almost immediately and he had a strong suspicion that she was trying to seduce him.

The signs had been subtle at first – she was constantly touching him, placing her hand on his arm when she was talking, reaching for his hand when they were walking, playfully ruffling his hair – little things that weren't that big of a deal and could easily be written off as friendly gestures. Then she had started hugging him more often, telling him how grateful she was to have his support.

For awhile, he had assumed he was imagining it when she seemed to keep her body pressed against his for longer than what most people would consider "friendly." But when he added in the sexy outfits she'd been wearing (or barely wearing), the flirty way she laughed and held his gaze when he made a joke and her overall come hither demeanor, and Carter was convinced she was doing everything in her power to drive him crazy with desire.

It unnerved him because it was starting to work.

Carter spent most of his nights tossing and turning, cursing himself for not giving in and allowing them both the satisfaction they were craving. He ached for her – that was the only way to describe the constant knot in his gut. When he did manage to sleep, his dreams were filled with her and his all-too clear memories of the times they had been together. It was much too easy for him to recall the pleasure of her naked body writhing beneath his and the sound of his name on her lips.

He had lost track of the number of cold showers he had taken lately.

It would be so easy to just pick up where they had left off that night in the penthouse. Sex had never been a problem for them. They would both get what they wanted and he could finally get a decent night's sleep.

But how long would that last? He knew Serena lived in the moment, she thrived on it, and when the moment was over, she would move on to the next challenge and the next guy. All the progress they had made would be out the window and they'd have zero chance of ever being friends again.

Carter was disgusted with himself for thinking about this like some lovesick teenage girl. At this rate, he was going to be writing in a diary and drawing hearts on his notebook soon. He was spending too much time dwelling on this. He was a good-looking guy – rich, with a fair amount of charm – it wouldn't be that hard to find a girl who was willing to keep his bed warm. There was no reason it had to be Serena. Of course, if Serena found out, she would be hurt and then what was he supposed to do? Tell her that he valued their friendship too much to have sex with her?

He needed to have his head examined.

"I thought you said you never looked at this site."

Startled, Carter nearly jumped out of his seat and made a vain attempt to close his laptop before turning to face a smirking Matt. "Would you believe I clicked on it by mistake?" He decided it was better for his friend to think he was captivated by Gossip Girl than to know what he was really thinking. It was much less embarrassing.

"Maybe if you weren't so absorbed that you didn't hear me come in," Matt replied. He patted Carter on the shoulder and slid into the chair beside him at the newly installed bar.

"The crew did a good job with the bar," Carter commented, hoping to distract Matt and himself by focusing on business. He needed to stop obsessing over Serena and pay attention to his restaurant. He definitely did not want to fill his friend in on what was really going through his head.

"It looks great," Matt replied. He was more than a little impressed by how fast the construction crew was getting the job done. The walls had been painted, the new floor was in place and even the kitchen itself was already complete; the appliances had been delivered the day before.

He realized that Carter hadn't been kidding about Chuck Bass and his connections. There weren't many people who could afford to keep union laborers working around the clock during a New York City summer. They were going to have to start hiring staff soon, but in the meantime, he wasn't about to let his friend off the hook for what he'd walked in on.

"So where is the lovely _S_ on this sweltering day?" Matt asked. He laughed when Carter clenched his jaw and decided to push him a little bit further. "I have to agree with the elusive Gossip Girl. You two have been joined at the hip."

"She's having brunch with her parents. It's Eric's birthday," Carter replied, determined not to get sucked into Matt's game. His friend had been on his case about Serena for the past month and he was tired of telling him that he was reading into something that wasn't there. They both knew he was lying, but a real friend would pretend otherwise and let him change the subject. "We need to order the tables and chairs. I had some furniture catalogs sent over."

"Uh-huh," Matt muttered, perfectly aware of what Carter was trying to do. He'd let him get away with it for long enough. "How come you're not with her? Aren't you concerned about that stalker of hers?"

Carter bristled, annoyed that Matt didn't take the stalker threat seriously. He had confided in his friend after Serena had received the pictures from the stalker. Matt didn't understand why she didn't want to go to the police and warned Carter it was a mistake to get involved in the drama when she could afford to hire an army of bodyguards to keep her safe.

"Serena is with her family and she was going to have Chuck accompany her here afterwards," he said.

Matt raised an eyebrow. "I'm finally going to meet Chuck Bass? Why didn't you tell me sooner?"

Carter rolled his eyes. "Trust me; he's not worth getting excited about." He wasn't thrilled with the idea of Chuck coming to the restaurant. He was bound to find things to criticize and complain about and Carter was liable to kill him. It would certainly be a good way to get his frustration out.

"I disagree," Matt replied. "I'm more than a little excited to meet the infamous Chuck Bass. If I'd known he was coming, I would have dressed up a bit." Matt gestured to his t-shirt and khaki shorts. "What is he going to say about this?"

"Chuck will despise you because you're friends with me, no matter what you're wearing," Carter assured him. He glanced at his watch. It was nearly two p.m. and Serena and Chuck would be arriving soon.

"Seriously, man, all kidding aside, what is going on with you and Serena?" Matt asked.

"I'm concerned for her safety and we're friends. That's it," Carter insisted. He kept his attention on putting his laptop in sleep mode so he wouldn't look his friend in the eye as he blatantly lied to him.

"Cut the bullshit, Carter. I see the way she's been draping herself all over you. This stalker nonsense is just an excuse for her to be around you and you're feeding right into it," Matt pointed out.

"We've been over this," Carter snapped through clenched teeth. "I know you think the idea of her having a stalker is silly, but you saw those pictures."

Matt could tell he was pushing Carter too hard and tried to tread carefully. "Look, I freely admit I don't understand this Upper East Side lifestyle that you lead, but there was nothing threatening about those pictures. I've seen racier pictures of her on Gossip Girl."

Carter raised an eyebrow. "I didn't realize you frequented Gossip Girl."

"Shut up, this is about you," Matt countered, pleased when Carter cracked a smile. "I'm just looking out for you. That's what friends do. They look out for each other and push when things are none of our business. So, I'm asking. Are you going to sleep with her?"

"Not if I can help it," Carter replied honestly.

Before Matt could respond, the door opened and Serena walked in, dressed in a short blue slip dress with her long hair spilling over her shoulders. She smiled and hurried over to the bar, pausing to giver Carter a kiss on the cheek, before sliding into the chair beside him, slowly crossing her legs, her eyes never leaving his.

"Hi," she said brightly.

"Hi," Carter replied, returning her smile. "How was brunch?"

He was definitely going to sleep with her, Matt decided. He just hoped his friend had enough sense not to fall in love with her again.

"It was good," Serena replied. "Chuck's taking a call, but he'll be right in." She looked past Carter to Matt. "How are you?"

"Not bad," Matt replied. He was under orders from Emily to make an effort to be nicer to Serena, but he was still weary of going overboard.

"I can't believe how fast this place is coming together," Serena said. She slid her hand over the dark wood of the bar. "This wood is beautiful." Her blue eyes were dancing when they met Carter's. "Do you remember that hotel we were at in Monaco that had the dark wood furniture?" She let her hand rest against his.

Carter remembered the hotel and the time they had spent there all too well and he was suddenly very warm. But he didn't try to move his hand away from hers. "I remember. I do believe that was the place where you took those businessmen for all they were worth at the poker table."

Serena laughed. "They didn't take me seriously because I was a girl. Little did they know I'd learned a few tricks from you." She leaned closer to Carter, slipping her arm around his back. "Of course, that wasn't the highlight of the trip." She lowered her voice to a whisper, her breath hot against his ear. "The Jacuzzi was the highlight."

"Yes it was," Carter agreed, unable to stop the memories from flooding his brain. She had ordered champagne and strawberries from room service to celebrate her win, but they had been much more interested in feasting on each other. The image of her wet and naked body pressed against his was enough to –

"Where did you go for brunch?" Matt asked loudly, desperate to remind Carter and Serena that they were not alone. He was starting to feel like a voyeur.

"The Atlantic Grill," Serena replied. She leaned back into her own chair, but kept her hand on Carter's back. "It's one of Eric's favorite places. Did you get a chance to meet my brother?"

Matt nodded. "He stopped by a couple weeks ago to go over financials. Nice guy," he added.

"It's always preferable to deal with Eric over Chuck," Carter commented. He sent Matt an apologetic look. The look he got in return warned him that he was going to hear about this later and it wasn't going to be pretty.

Chuck stood in the doorway and took in the scene. It looked like Carter and Serena were getting along pretty well. He still didn't what she saw in the cretin, but he had promised Blair he would do what he could to help Serena get what she wanted. However, that didn't mean he had to be nice about it.

He cleared his throat loudly. "Well I can see you're hard at work, Baizen. Maybe I should come back at a better time."

Carter wished the bar was fully stocked. Dealing with Chuck was a lot easier after a scotch or two. "I've always got time for you, Chuck." He turned to him with a tight-lipped smile on his face. "Welcome to Kalliste East," he said.

Chuck frowned. "I hope you're not actually calling it that," he sneered. "Unless you want your restaurant to sound like a tacky franchise that is frequented by house fraus and their overweight children."

"Right," Carter muttered, barely resisting the urge to roll his eyes as he walked over to join Chuck. "As you can see, construction is progressing."

"It better be with the amount of money I'm paying for it," Chuck replied coolly. He walked into the restaurant, taking in the color choices and the placement of the bar and the kitchen. He'd seen all the specs and read Carter's proposals for the space and he could see everything was coming together nicely. But he'd rather eat his bowtie collection than admit he thought Carter was doing a good job. "The space is smaller than I remember," he commented.

This time, Carter did roll his eyes. He knew Chuck was just being an ass to mess with his head. If he had any real concerns, he would have gotten on his case a long time ago. "Maybe your perception is off," Carter suggested.

Chuck ignored him and turned his attention to Matt. "I'm Chuck Bass. I'm the one financing this venture."

"Matt Wexler." He shook Chuck's hand. "I'm the manager."

"Yes, I know," Chuck replied. He looked disapprovingly at Matt's clothes. "I've had my PI run a thorough background check on you." He turned back to Carter. "I know good judgment is not your strong suit, but I trust you'll insist on an appropriate dress code during business hours."

"Chuck," Serena said, a hint of warning in her tone. "Pretend you're a nice person."

"It's all right, Serena, we all know Chuck isn't capable of normal human interaction," Carter replied.

Chuck smirked at him. "Your insults have gotten pretty weak, Baizen. Maybe all that time in California fried what was left of your brain after all that pot smoking."

"This from the man who had a dealer that made deliveries," Carter replied. "It's a shame we can't all be as witty as you."

Matt watched the back and forth between the two in disbelief. He felt like he owed his friend an apology for not believing his stories. Chuck Bass was exactly the person Carter had described. But it was even more surprising to see Carter going toe-to-toe with him. Apparently Serena wasn't the only one who could rattle Carter's cool exterior.

"They've forgotten we're here," Serena said. She tried not to smile at the look on Matt's face as he listened to Chuck complaining about the shape of the windows. "They like to give each other a hard time."

"Yes, Chuck, I understand the concept of natural light. Do you want to see the kitchen?" Carter headed in that direction without waiting for an answer.

"I hope you didn't go with stainless steel appliances," Chuck said, following Carter. "That would be a mistake."

"Wow," Matt muttered after both men disappeared into the kitchen. "Carter wasn't kidding about that guy."

Serena laughed. "Chuck isn't all bad," she assured him. "Actually, it seems like Carter and Chuck are softening toward each other."

Matt looked at her like she should be fitted for a straightjacket. "That was softening?"

"Trust me, that's their version of having fun," Serena said. She wondered if Carter and Chuck realized how in sync they had become with their banter. She made a mental note to tell Blair.

"I see why Carter wanted to get as far away from this mess as possible," Matt commented. He winced when he remembered who he was talking to. "Sorry," he said hastily.

"It's fine," Serena replied with a smile. "Maybe this would be a good time for us to put our cards on the table, so to speak. You don't like me very much, do you?"

Matt sighed. She was right; it was long past time for them to have this conversation. "Look Serena, it's nothing personal. Carter is my best friend and I know how important this restaurant is to him. I don't want to see him get hurt again."

"Neither do I," Serena insisted. "I care about Carter, Matt. I'm not going to make the same mistakes again." She could tell from his expression that he wasn't convinced. "I wish you would give me a chance to prove that to you."

"This isn't about me," Matt reminded her. "Carter's an adult and he's going to do what he wants."

Serena wasn't exactly reassured by that, but she knew this was a battle she wasn't going to win and she needed to be okay with that. She knew Blair would do anything to keep someone from hurting her and she was glad Carter had someone who was willing to do the same for him. Eventually, Matt would see that she wanted the best for Carter.

Chuck strolled out of the kitchen followed by an exasperated Carter. "Is there anything else?" He felt like his head was going to explode after listening to Chuck drone on about the lack of shelf space in the kitchen.

"No, I have an appointment. It's always a pleasure, Baizen," Chuck muttered. He nodded at Matt before turning to Serena. "Do you need a ride back uptown?"

Serena shook her head. "I'm going to stay here."

Chuck nodded and headed for the door. He paused and turned back to Carter. "I suppose the place could look a lot worse."

Carter waited until he walked out the door before he smiled. "Was it just me or did he just give me a seal of approval?"

Matt shook his head. "I have no idea what just happened here."


	12. Chapter 12

**Author's Note: It means so much to me that you're enjoying the story. I love reading your reviews and I appreciate all of you who take the time to leave them. As always, a special thanks to Katy for her reassurance and encouragement along the way. She's the BEST.**

_Don't fall apart  
Don't let it go  
Carry the notion  
Carry the notion back to me_

Serena stood in front of the bathroom mirror wishing she had more hands. She set down her flat iron and reached for the mascara wand, careful to avoid stabbing herself in the eye as she quickly applied the makeup to her lashes. She tossed the tube back on the counter and grabbed the first lip gloss she saw, hurriedly painting her lips with the pale pink gloss. Serena nodded at her reflection, satisfied with the rush job and with a white towel wrapped around her body, she rushed down the hall to her bedroom.

A quick glance at the clock told her she was running even later than she'd thought. She should already be dressed and ready to walk out the door. The charity auction her mother was hosting started in fifteen minutes and she had promised Lily she would be there to greet the guests with her and Rufus.

Unfortunately, Serena had made the mistake of sitting down at her laptop and playing with the pictures she had taken earlier in the day when she had been shopping with Blair. Most of them were silly shots of the two girls trying on ridiculous clothes or posing in front of Tiffany's. They had giggled like teenagers and reminisced about all the time they had spent together in the city over the years. Serena had started playing around with the colors and the backgrounds and had lost track of time.

She dropped the towel on the floor and grabbed her favorite lacy black strapless bra and matching panties and hastily pulled them on. Carter was going to be there any second to pick her up and Serena couldn't help wondering if there was a chance he would be _un_dressin_g_ her when the night was over.

"I wouldn't count on it," Serena muttered. She was beginning to think Carter was in training to become a monk from the way he was resisting her advances. It seemed like no matter what she did, he managed to play it cool like he wasn't interested. There were times when the look on his face betrayed him, but he still held it together, refusing to allow anything to happen between them. Serena was frustrated, but she wasn't about to back down.

She went to her closet and pulled out the dark blue dress she had bought during their shopping trip. It was a simple silk material that showed off her generous curves and had a slit on the right side that went all the way to her hip. Blair had insisted she buy it, even if it was a tad risqué for the conservative occasion, confident the dress would drive Carter wild.

Serena put the dress on and reached for the zipper. She couldn't quite grab it and stretched her arm a little further, but it was just out of reach. She recalled Blair having to help her in the dressing room.

"Wonderful," Serena muttered. She tried bending her arm a different way and nearly pulled her shoulder out of the socket. That wasn't going to work. Maybe if she had been ready on time, her mother would still be home and she wouldn't have this problem.

"Serena, are you here?" Carter had arrived.

She opened her mouth to tell him she needed a minute and then realized situations like this were considered cliché for a reason. Smiling, she popped her head into the hallway. The sight of Carter standing in the foyer in his tuxedo, his face freshly shaven with his hair spiked just so was enough to make her start drooling.

Focus Serena, she thought. "Carter, I'm glad you're here. I need your help." She slipped back into her room and waited for him to join her.

Carter walked down the hall to her room, his breath catching in his throat when he laid eyes on her. To say she looked stunning seemed like an insult. The silky material draped over her body like a second skin and his eyes greedily took in every detail. He was too distracted to notice the satisfied smirk on her face as she watched him.

"You look amazing," he said when he was finally able to string a weak sentence together.

"Thank you, but there's one problem." Serena turned slowly and he realized she'd been holding the dress closed behind her back. She let her hand drop to side and glanced back at him over her shoulder. "Can you zip me up?"

His mouth went dry when she moved her hair aside, the dress slipping away, revealing the soft skin of her back. Carter closed the distance between them and reached for the zipper, his hand brushing against the sensitive spot on her lower back, lingering for just a moment against her skin. It would be so easy to tug off her dress and get rid of the scraps of lace that were covering her.

Serena felt his hesitation and closed her eyes, hoping this was finally the moment. The feel of his fingertips on her lower back made her knees weak and she desperately wanted his hands on every inch of her.

Cursing himself and his inhuman level of self-control, Carter zipped up the dress and stepped away from her, needing the distance to hide his growing arousal. "Your mother is expecting us," he said. He kept his attention on the wall and tried thinking about all the old people who would be at the auction boring him to death with their stories. There was nothing sexy about that.

Disappointed, Serena let her hair drop and turned to face him. He seemed to be concentrating awfully hard on the wall and she tried not to laugh, even though she was secretly enjoying his discomfort. Why should she be the only one suffering?

"You're right," Serena said. She linked her arm through his and pretended not to notice when he winced. "Thanks for helping me with my dress, Carter." She pressed her lips against his cheek.

Carter just nodded and led her to the elevator. He didn't trust himself to speak without stammering like a fool. But he had to hand it to Serena.

She wasn't afraid to fight dirty.

* * * * *

"Are you sure he's not gay now?" Blair asked after Serena had finished filling her in on what had happened with Carter in her bedroom. She glanced across the ballroom to where Carter stood with Chuck and Eric talking to some of the Bass Industries board members and then turned back to Serena. "He does seem to be standing awfully close to Eric."

Serena rolled her eyes. "He's not gay." She lowered her voice. "He needed a minute to pull himself together."

Blair laughed out loud and quickly covered her mouth with her hand when people turned to look at her. "I'm glad you haven't lost your touch, S," she said. Her brown eyes began to fill with tears as she tried to choke back her laughter.

"Stop it," Serena hissed, linking her arm through Blair's and pulling her away from the crowd. The last thing she wanted was for Carter to see her laughing and ask what was so funny. Blair was liable to tell him. "I'm running out of ideas, Blair. Nothing is working."

"Well it's working, but Carter is better at playing this game than you are. I bet he's been taking a lot of cold showers," Blair added with a smirk.

Serena was not amused. "He's not the only one." This whole being seductive thing was starting to take a toll on her. She wasn't used to being in this position, especially where Carter was concerned. They'd never spent this much time together without falling into bed before. She was starting to wonder if a person could die from sexual frustration. "What am I supposed to do?"

"You can start by not being so desperate," Blair suggested. She decided her best friend needed to be reminded of who she was. "With the exception of your brothers and Rufus, there isn't a man in this room who wouldn't go home with you, especially looking like that. We just need to remind Carter of that fact." She began to scan the crowd, a plan already forming.

Serena adamantly shook her head. "I am not going to try and make Carter jealous. It's bad enough he thinks I have a stalker."

Blair ignored her protests and spotted the perfect target. "You're not going to do anything. Do you see that man in the gray suit with the striped tie?" She paused to let Serena glance over at the clean cut man who looked to be in his early thirties. "That's Wesley Harlow. He owns a photography gallery in Chelsea and I'm sure he'd love to talk to you about displaying your work. He also happens to be gay." She gave Serena a little push. "Go."

"I know what you're doing," Serena replied. But she crossed the room to talk to Wesley. She would have a conversation with him about her work and pretend like Blair wasn't going to make a beeline for Carter and insinuate there was something going on. She passed a waiter and snagged a champagne flute from his tray. Please let this work, Serena thought, plastering a smile on her face as she prepared to introduce herself.

* * * * *

"That went better than I expected," Chuck told Carter and Eric once the board members were out of earshot. They had been asking questions about Kalliste and how quickly the construction was coming along. Opening a restaurant in Manhattan was riskier that opening one in Los Angeles, and they were concerned about the bottom line. Chuck and Eric had been over the numbers with them before, but they were interested in hearing Carter's take on the progress. They seemed satisfied with his responses.

"This isn't my first business deal," Carter pointed out coldly. He wasn't in the mood to listen to Chuck blather on because he liked hearing himself talk. He'd ended up separated from Serena practically from the moment they'd arrived and spending the evening with Chuck and his business associates was making him wish he'd stayed home.

"The board is familiar with your reputation," Chuck reminded him, pleased to see that Carter seemed to be in a bad mood. He wasn't thrilled to be at the auction either and the idea of pushing Carter's buttons appealed to him. "Your history isn't exactly spotless."

"I'm going to walk away now," Eric announced. He knew the two were just getting started and he didn't want to spend the rest of his night playing referee. As he walked off, he spotted Blair heading in their direction. "You might want to steer clear," he warned. "It's about to get ugly over there."

Blair could see that her husband and Carter were about to go off on each other and decided that fit right into her plan. "I'll take care of it." She slipped her arm around Chuck's waist and pressed her mouth to his ear. "I want to go home," she said.

Chuck automatically put his arm around her shoulders, but his attention was still on Carter. "Come on, Baizen. Where's your sharp comeback? Don't tell me you forgot how to play the game," he sneered.

Carter wasn't listening. He was watching Serena laughing with some guy he didn't recognize across the room. The guy seemed to be hanging on every word that came out of Serena's mouth and Carter was more than a little tempted to walk over and punch him in the face. The guy was probably waiting for an opportunity to make his move while Carter wasted his time with Chuck. This really wasn't his fucking night.

"Who is that with Serena?" he asked Blair, not caring that realistically it was none of his business. It wasn't like he and Serena were there on a date.

Blair glanced over her shoulder to hide her triumphant smile. "Oh, that's Wesley Harlow. He's a photographer too." She saw Carter's scowl deepen and knew it was time to go in for the kill. She pressed herself against Chuck and let her hand slide over his stomach, coming to rest on his belt buckle. "I want to go home now," she purred, making it crystal clear to everyone within a ten foot radius what she had on her mind.

"Excuse me," Carter snapped. He needed to get away from them before his dinner came back up. What was wrong with everyone? He grabbed a glass of champagne and swallowed the whole thing. Maybe he just needed to get some air. He started for the exit and heard Serena's laugh. There was only one thing he needed and he was tired of pretending otherwise.

"I assume you left out Harlow being gay on purpose," Chuck commented as he and Blair watched Carter stalk off toward Wesley and Serena.

"Perhaps," Blair replied with a smile.

Despite the circumstances, Serena was pleased she had started talking to Wesley. He was onboard with the idea of displaying her work and she was in the middle of explaining her project for Kalliste when Carter came up behind her, surprising her by wrapping his arms around her waist and pulling her back against him.

"I was wondering where you'd run off to," he said smoothly.

Serena smiled, basking in the feeling of having his arms around her and saying a silent thank you to Blair for being a genius. "Carter, this is Wesley Harlow. He owns a gallery in Chelsea and I was just telling him about Kalliste. Wesley, this is Carter Baizen, he owns the restaurant."

"Nice to meet you," Wesley said, offering his hand to Carter as he gave him an appreciative once-over. "I'd be interested in setting up a time to talk about a possible exhibit." He pulled out a card and handed it to Serena, but his eyes were still on Carter. "Feel free to call me anytime. It was nice meeting both of you. Please excuse me."

"Sorry if I scared him off," Carter said, his tone making it clear he wasn't the least bit sorry to see Wesley walk away.

Serena laughed and turned to face him, her blue eyes sparkling. She could see that Carter was too busy stewing in his jealousy to pick up on what had just happened. "Don't be sorry, but for the record, I think he was more interested in going home with you than me."

Realization dawned on Carter and he had to laugh. Clearly, he had been played by a certain she-Bass. "Maybe I should take this," he joked, snatching the business card away from Serena. "What do you say we get out of here?"

"I think that sounds like a great idea," Serena agreed, happy that he didn't seem upset with her. "I just need to let my mother know I'm leaving."

After saying good-night to Rufus and Lily, Carter took Serena's hand and led her outside. It was a beautiful summer evening in New York and he thought it would be a shame to waste it by taking a car instead of walking six blocks to get to the Palace. "Do you mind walking?" he asked.

"Not at all," Serena replied, holding his hand a little tighter. "When I lived in Paris, I loved walking around at night and taking pictures. There's something magical about the night air." She didn't add that seeing couples strolling hand-in-hand always made her think of him and wish he'd been there beside her like he was now.

"Do you miss it?" Carter asked. He realized Serena didn't talk about her life in Paris much. She'd told him all about her job and how much fun she had taking pictures, but she never mentioned what she did besides work.

"Sometimes," Serena admitted. "My apartment has an amazing view of the Eiffel Tower that I could stare at for hours. But Paris isn't New York. This is home." She turned to face him while they waited for the light to turn green. "What about you? Do you miss traveling?"

"Not as much as I thought I would," Carter replied. "I was restless when I first moved to LA and I wanted to take off for parts unknown, but I knew I couldn't because I had to save money. Once I opened the restaurant and had the freedom to travel again, it wasn't that appealing to me, aside from wanting to come back to New York." He didn't tell her that he'd stayed away longer than he'd intended because he hadn't been ready to face the city and his memories of her.

The light changed and Serena found herself thinking about how much of each other's lives they had missed out on because of her selfish behavior. It made her heart ache when she considered how different things would have been if she had just trusted him and his feelings for her when he had opened up to her at her mother's wedding. But she knew she couldn't change the past. All she could do now was try not to mess up what was happening between them.

"Are you thinking about going back to Paris once this stalker issue is resolved?" Carter asked. The thought of her leaving again tore him up inside, but he knew Serena leaving New York was always a possibility. He wasn't naïve when it came to her, not after everything they had been through.

His mention of the stalker was a sharp reminder of the huge lie that was still between them, and once again, Serena found herself feeling like the worst person in the world. But she heard something in Carter's voice that told her the real question he was asking was whether or not she was going to run away again.

They reached the Palace and she stopped walking and looked into his eyes. Serena knew he was holding himself back and she wanted to make sure he heard what she had to say. "Carter, I'm not going anywhere. This is where I want to be, right here, with you."

"Serena," Carter started.

She shook her head. "I know what you're going to say. You need more time and that's fine. I'm not going anywhere," she said again.

Carter stared at her, considering her words. She looked so determined and sure of herself. But he had seen it all before and he knew how this ended. He liked having Serena in his life again. He wanted her there when he opened his restaurant. It felt good to be able to talk to her and share a walk on a nice night. He knew having her in his bed every night would feel even better and all he had to do was say the words to get her there. But no matter how tempted he was, Carter knew it would be a mistake.

"I should get going," he said.

Serena couldn't hide her disappointment. She'd been so sure he wanted her as much as she wanted him. She tried to keep her composure and offered him a smile as she did her best to hold the tears at bay. "Good-night, Carter." She turned quickly, wanting to get into the building and cry in peace.

The look on her face was his undoing. He closed a hand over her arm and turned her back to him. "One more thing, beautiful."

Her blue eyes widened and her heart began to beat faster with fresh hope at the sound of the familiar nickname. "Yes?"

He cupped his other hand at the nape of her neck, pulled her forward and kissed her. Carter let himself sink into the kiss, savoring the familiar taste of her mouth and enjoying her soft sigh. He slipped his arm around her waist to bring her more firmly against him and deepened the kiss, letting his tongue sweep over hers.

Serena felt like she was floating. She wrapped her arms around Carter and let herself be swept away. She could feel his longing in the kiss and she wanted to show him that she wanted him just as much.

"Come upstairs," she whispered. Her fingertips slid through his hair and she gently sucked on his earlobe.

Carter ignored the rational thoughts that tried to creep into his head and dragged her mouth back to his. He wanted to go upstairs with her. He wanted to tear off her clothes and bury himself in her while she screamed his name. He let his hand slip down over the curve of her perfect ass and she responded with a low moan.

"Let's go upstairs," Serena said again, trying to catch her breath while her head was spinning. If he kept kissing her like that, she wasn't going to make it to the elevator, let alone all the way up to the penthouse.

He wanted to say yes. His body was already saying yes and if she kept rubbing against him the way she was, there was a good chance he was going to embarrass both of them like some pathetic teenager who had finally talked a girl into the backseat of a car. But his nagging thoughts were getting louder.

"I don't think that's a good idea," Carter said.

"Come on, Carter," Serena pleaded. She was ready to beg at this point. "I promise you'll enjoy yourself." She started kissing his neck.

Carter laughed and gently eased her back. "I have no doubt that we'll both enjoy ourselves immensely." He caressed her face. "This isn't a good idea, Serena. Sex was never the issue with us."

"I'm not going to run away again," Serena assured him. She locked her arms around his neck and kissed him, desperate to show him how much she wanted to be with him.

"I want to believe that," Carter said. He wanted to believe that more than anything at this point. But having sex wasn't going to prove anything. He pressed his lips to her forehead. "I need more time. We need more time."

Serena wanted to protest. She wanted to tell him that seven years was more than enough time and they needed to start making up for the time they had lost. She wanted to tell him about all the nights she had spent dreaming of him and wishing she could undo everything that led to them being apart. She wanted to tell him that she loved him and the only thing she wanted in the world was for him to love her back.

Instead, she simply dropped her head to his shoulder and hugged him. "I'm going to wait as long as you want me to," she promised.

Carter's throat tightened and he felt what was left of his resistance slipping away. Despite what he'd told Matt – despite what he'd told himself – he was already in too deep. He stroked her hair. "Can you do me a favor and stop trying to drive me crazy? This dress nearly killed me."

Serena laughed and pulled out of his arms. "I can't make any promises." She winked at him. "Good-night, Carter."

He grinned and watched her walk away. "Good-night, beautiful," he replied.

* * * * *

The next morning, Serena found herself in a surprisingly good mood. She'd spent a fair amount of time replaying their conversation in her head. They were making progress. He was calling her "beautiful" again and he had been the one to initiate the kiss. He wasn't denying that he wanted to be with her. He just needed more time before he could accept the fact that she wasn't going to run away again.

Things were good right now and she was happy. So what if the mere thought of the kisses they'd shared on the street was enough to send her pulse into overdrive? Carter was right; this wasn't about sex, it was much more important for them to have trust and honesty in their relationship than to focus on satisfying their physical needs. If he could wait, so could she.

But that didn't stop her from pausing to check her reflection in the window before she walked into the restaurant. The white sundress with violets sprinkled across it was a little on the skimpy side, but she couldn't help it if it was a hot summer day in New York. She'd piled her long hair into a French twist to stay cool. It wasn't her fault if the dress dipped low in the back and was guaranteed to remind Carter of what they had almost started in her bedroom the night before.

With a knowing smile on face, Serena walked into the restaurant. The construction crew was busy installing the booths and she had to admire how well everything was coming together. She pointedly ignored the stares she received from some of the workers and looked around for Carter. She had stopped at the Plaza first to see if he wanted to have breakfast, but the desk clerk told her he wasn't there.

Serena spotted Matt talking to Jared, the construction foreman, near the kitchen and made her way over. "Good morning," she said brightly.

"Hi Serena," Matt said. He shot Jared a warning look when the older man gave her a less than subtle once over. "If you're looking for Carter, he's upstairs in his loft. I think he's avoiding the noise."

"Thanks," Serena replied, slightly embarrassed. She had only been thinking about the effect she wanted the dress to have on Carter, completely forgetting the fact that she would be in a room full of men. She hurried into the kitchen and headed for the back stairs, grateful to escape the uncomfortable situation.

Serena jogged up the stairs and knocked on the door, hopeful that she could convince Carter to play hooky and enjoy the day with her. She was going to suggest they do something silly and touristy like go the top of the Empire State Building or take the ferry to the Statue of Liberty. She was thinking about all the photographic possibilities when Carter opened the door wearing nothing but a towel slung low on his hips and her ability to function went right out the window.

He smirked and crossed his arms over his chest, pleased when color bloomed in her cheeks. "Serena," he said simply. It was nice to be the one to take her by surprise for a change.

She could see he was enjoying himself and she tried to regain her composure and not just stand there staring at him like she wanted to jump on him. "Hi Carter," Serena said, brushing past him into the loft. "Matt told me you were up here," she added, keeping her tone casual even though her body was screaming for his.

Well played, Carter thought, taking the moment to appreciate just how good she looked in the poor excuse for a dress while she couldn't see his eyes roaming over her. "I crashed here last night and I was just about to get dressed." He left out the fact that he had spent most of the night working on business proposals to keep himself from going crazy thinking about how pathetic he was for turning her down. _Again_.

Serena looked around the loft. Aside from the card table and chairs that used to be in the restaurant, there was no furniture in sight. She walked into the bedroom and saw his clothes and laptop strewn over a futon. She couldn't imagine Carter staying here. "Why didn't you stay at the hotel?" she asked.

Carter joined her in the doorway. "I'd left my computer here and it just seemed more convenient than going all the way back uptown. It's not that bad," he said.

"You need furniture and a decent bed," Serena replied. She turned to face him and could see his mind had gone to the same place hers did at the mention of a bed.

He shrugged. Carter doubted he would have slept much better in his bed at the Plaza under the circumstances. "It was only one night," he pointed out.

"But you said yourself you might stay here from time to time once the restaurant is operational. I think we should go furniture shopping," Serena said. She laughed at the look of panic that crossed Carter's face at the suggestion. "Don't tell me you've never bought furniture."

"Never," Carter replied, horrified. The whole thing seemed way too _domestic_. The only time he had lived somewhere other than a hotel room was when he'd been in LA and he had rented a furnished apartment that reminded him of a hotel.

Serena patted his arm. "Trust me, Carter, it will be okay. You can buy furniture for this place and still live at the hotel. Once winter rolls around, you're going to want a comfortable bed to crawl into after a long day," she said.

Carter knew she was right, but the thought of actually buying his own furniture still seemed wrong. "I'm not setting foot in that Pottery Barn place," he warned.

Serena laughed again. "There are other places to buy furniture. You should get dressed because I'm not taking no for an answer." She couldn't help but be amused by the fact that he was the one who was suddenly uncomfortable with the idea of being tied down.

The irony wasn't lost on Carter. "All right, beautiful, you win." He surprised both of them by gently pressing his lips against hers. The "light" kiss lasted until they were both breathless.

"I'm going to let you get dressed," Serena said. She slipped into the hallway and Carter closed the door behind her.

Neither of them could stop smiling.


	13. Chapter 13

**Author's Note: I know I sound like a broken record, but I can't stress enough how much it means to me that so many of you are taking the time to not only read this story, but to review it and add story alerts. I love reading your feedback and I'm glad you're enjoying the story. I should warn you this chapter is angst heavy, but please trust me. **

**As always, a special thanks to Katy. I was extra needy with this chapter and she is super supportive.**

_How do you feel when there's no sun  
And how will you be when rain clouds come and pull you down again  
How will you feel when there's no one_

After three hours and seven different furniture stores, Carter's head was throbbing and he was getting to the point where he would rather lay down in traffic than go in another store. He was finally beginning to see the real reason he preferred hotel living. It had nothing to do with the room service or the maids or the easy access to dry cleaning and car services. It was now clear to him that he had never wanted to buy his own space and fill it with furniture because somehow his mind had sensed that shopping for furniture was ridiculously stressful and it had been protecting him from the nightmare all these years.

Things had started out easy enough. The first store they went to had been filled with fine Italian leather furniture and glass tables that suited his modern taste. He had purchased a black sofa, a matching chair and a coffee table, pleased with the ease of the transaction. He found two high-backed chairs to place at the breakfast nook at the next store they visited and Carter had foolishly started to think that maybe buying furniture wasn't that bad.

Everything had gone downhill from there.

All he really needed at that point was a bed and a dresser. Serena pointed out that he should choose a bed first and then coordinate the dresser to the headboard. It seemed like a reasonable suggestion, but apparently furniture salesmen had been put on the Earth to make his life a living hell. Each one seemed to be more annoying than the last and they kept asking him inane questions like how much back support he needed in a mattress. Was he suddenly eighty? He'd spent last night on a futon for fuck's sake.

Having Serena around was not making things any easier. She seemed at ease with each one of the salespeople like they were lifelong friends. She listened while they gave their spiels and kept asking him what he thought like he was supposed to see a difference between ornamental bedposts.

Between the pounding headache and the overeager salespeople, Carter was surprised his head hadn't exploded yet.

If only he had listened to the warning bells that had gone off in his head instead of letting Serena talk him into this, Carter thought bitterly. He watched her chatting animatedly with the latest salesman (Dave? Doyle?) _Satan_. The guy was a few years older than they were and he had greeted them with a big, goofy grin on his face and had yet to stop talking about how lucky they were to be in the store on a day where they were having a fifty percent off sale on ottomans.

Carter had to bite his tongue to keep from asking him why the fuck he would want an ottoman. Did he really seem like the kind of guy who kicked back in a lazy boy at the end of the day with a beer and a ball game? And even if he was willing to buy an ottoman, did he look like he needed to buy one at a discount? His shoes cost more than the stupid thing did at full price. It was insulting.

"I'm looking for a bed," Carter said, interrupting Del (?) in the middle of a story about his dog. Serena sent him a look that said he was being rude, but Carter didn't care. The sound of Derek's voice was starting to feel like a hammer to his skull. He needed to get out of this store. "Can you point us in that direction?"

"Certainly," Dwayne replied, his stupid smile still in place. "If you'd like to follow me, I can show you our selection. I'm sure we've got just the right bed for you and your lovely girlfriend."

"She's not my girlfriend," Carter snapped. He saw the hurt flash in Serena's eyes, but the knife working its way through his brain tissue made it hard for him to care. He glared at Devon. "I doubt you have any clue what the 'right bed" for me is and I'm really not interested in your suggestions so just point us in the general direction and go away."

"Carter!" Serena cried, shocked by his rudeness and more than a little hurt by his venomous declaration that she wasn't his girlfriend. She had noticed his tension brewing beneath the surface for the past hour, but it wasn't like him to be blatantly rude, especially to someone who was just trying to do his job. She turned to Kyle with an apologetic smile. "I'm sorry, Kyle" she said.

"Don't apologize for me," Carter said icily. He never should have agreed to do this with her. He narrowed his eyes at Kyle. The moron had finally stopped smiling and that gave Carter the smallest bit of pleasure before another wave of crippling stabbing attacked his brain. "There's nothing I want in this store. Let's go, Serena." He strode toward the exit without waiting for her to respond.

Serena stared after him, her mouth dropping open in shock. He seemed so cold and angry and she didn't understand. She thought about the kiss they'd shared in his loft and the way he'd held her hand when they had walked outside to catch a cab. His mood had started to change after they left the second store, but she had just assumed shopping wasn't really his thing.

She hurried outside and found him standing on the sidewalk, his arms crossed over his chest, scowling. "What's wrong?"

"I have a headache and I couldn't listen to that idiot go on about his dog for another minute," Carter replied.

"You should have said something instead of biting that poor guy's head off." Serena went to him and placed her hands on his temples, gently massaging his face. "There's a drug store nearby. We can get you some aspirin."

Carter angrily shoved her hands away. "Stop trying to fix everything, Serena."

Serena frowned, confused. "I'm just trying to help you."

"I never asked for your damn help." He dragged his hands over his face and into his hair wishing he could reach into his brain and yank the pain out. He couldn't remember the last time he'd had a headache this bad. The thought of going back to the hotel and crawling into bed gave him some comfort.

Serena took a step back from him, telling herself he was in pain and she shouldn't take it personally. But it was hard not to be hurt by his rejection. "I'm sorry, Carter," she said softly.

Carter sighed, feeling guilty. It wasn't Serena's fault his head was killing him and he wasn't being fair by taking it out on her. "I need to go back to the hotel so I can -" His phone vibrated, interrupting him. He reached into his pocket and pressed the button to answer the call. "What?" he barked.

Serena watched his scowl deepen and wished she could do something to help. Carter closed his eyes and pinched the bridge of his nose with his free hand. She had a bad feeling that his day had just gotten worse.

"Call me back when you know something useful." He ended the call, shoved the phone back into his pocket and wished his head would just explode and put him out of his misery.

Tentatively, Serena laid a hand on his arm. "I'm afraid to ask," she admitted.

He laughed humorously. "There's a problem in LA and it could turn into a major one. Since there's nothing I can do right now, I'm going back to the hotel to try and sleep off this headache." Or drown myself in scotch and aspirin, Carter added silently. He saw the sympathy on her face and once again felt the guilt stirring. "I appreciate your concern, but I have to handle this myself."

"I understand," Serena said. He looked like he was carrying the weight of the world on his shoulders and it broke her heart. "Will you call me if you need anything?"

He nodded and raised his hand to hail a cab. "I'll drop you off at the Palace," he offered.

Serena shook her head; she suddenly had a better idea. "I'm going to stop in Sephora since it's right here. I'll grab a cab back when I'm finished." She saw the concern flash in his eyes and she knew he was worried about leaving her alone. "It's broad daylight on the Upper West Side. I'll be fine," she promised.

"Okay," Carter agreed. The stalker had not tried to contact her again since the incident with the pictures. He was leery of her being alone, but she had a valid point. The streets were mobbed with people and she was capable of taking care of herself.

Serena kissed his cheek gently. "Don't worry about me," she insisted. "I just want you to feel better."

He nodded and instantly regretted the gesture when a fresh wave of pain assaulted him. "I'll call you later." He slid into the cab and told the driver to take him to the Plaza.

Serena stood on the sidewalk and watched the cab pull away. Hopefully aspirin and a nap would help his headache and she was going to do her part to lessen his stress level. She turned and walked back into the furniture store.

* * * * *

The next morning, Carter woke up feeling human again. After he'd returned to the hotel, he'd swallowed six aspirin in an attempt to get rid of the headache so he could function enough to deal with the problem in LA. Zachary, the head chef, had received an offer from a rival restaurant and was giving them the opportunity to top it.

Carter had spent three hours on the phone with Zachary, his manager, Paul, the assistant chef, and his accountant trying to see if there was a deal to be made. By the time they agreed on a number and Zachary asked for a day to consider it, Carter still had the headache and a nice bout of nausea to go with it from the aspirin. He turned off the phone, climbed into bed and decided he didn't care if the world came to an end while he slept.

He pushed the comforter aside and determined he needed a long shower and coffee before he checked his messages. Now that the pain in his head was nothing more than a dull ache, Carter could think about the situation more clearly and see the potential nightmare it would cause if Zachary chose to take the other job. Paul was a good assistant chef, but he did not have the same established reputation Zachary did and Carter wasn't sure he could handle being in charge.

Carter knew he would have to fill Chuck in on the situation if Zachary wanted to leave because there was bound to be backlash and rumors would spread about why the chef jumped ship. It might make finding a chef for the New York restaurant all the more difficult which in turn would make dealing with Chuck all the more difficult.

As he stood under the spray and let the hot water pound against the stiffness in his shoulder blades, Carter decided he was going to have to fly out to LA and handle this in person. He got along well with Zachary and he wanted to talk to him one-on-one and find out if there was something more to this than a money issue. Plus, it wouldn't hurt to put in an appearance at the restaurant and gage how the staff was reacting.

Feeling better now that he had a plan, Carter finished his shower and reached for a towel. He'd have to call Matt and give him a heads up that he was leaving town for a few days. Things seemed to be running fine in New York, so he wasn't worried about leaving him in charge.

Carter went back into the bedroom and pushed the button to check his messages. There were two messages from the accountant and one from his manager telling him there was no news from Zachary. He added both men to the list of people he would need to talk to face-to-face in LA. The final message was from Serena.

"Hi, I was just calling to check and see how you're feeling. I'm back at the penthouse if you need me."

The message clicked off and Carter sighed into his coffee. He owed Serena an apology for biting her head off. His headache and irritation had gotten the best of him and he'd blamed her because furniture shopping had been her idea in the first place. He knew she meant well, but she was pushing a little too hard to try and make everything perfect. It seemed like she got the message, but he still felt guilty for being harsh with her.

Carter wanted to stop by and see her before he left for LA. He would apologize and let her know he was going to be gone for a few days. It wouldn't hurt to have some distance between them, Carter mused. Things had started moving a little too fast and he needed some time to think before something happened that he couldn't take back.

He called his assistant and had her book him on a six p.m. flight to LA with a flexible return ticket. He called Matt next and told him about the situation. After Matt reassured him that he would handle things in New York, Carter debated calling Chuck and immediately rejected the idea. Chuck would ask too many questions and assume the worst. There wasn't anything to report at this point and the last thing Carter needed was a Bass-induced headache.

The phone in his hand began to ring and for a moment Carter wondered if somehow Chuck had sensed there was something going on and was calling to interrogate him. Rolling his eyes at the ridiculous thought, Carter glanced at the caller ID and didn't recognize the number.

"Carter Baizen."

"Mr. Baizen, this is Kyle Lafferty calling from Hammond's to verify the scheduled delivery time."

Carter frowned, instantly irritated just from the sound of Kyle's voice. "What delivery? I didn't buy anything from you," he reminded him coldly. How the hell did this guy get his number?

Kyle began to stammer. "Um, the order is for the dark-cherry dresser and the king sized bed with matching headboard?"

"I didn't buy anything from you," Carter repeated. "Why would you -" The words froze on his lips. _Serena_. The realization set in and his head began to throb again.

"Miss van der Woodsen picked them out," Kyle confirmed, quietly, the fear evident in his voice.

Carter disconnected the call and angrily tossed the phone on the bed, barely resisting the urge to smash it against the wall. Serena had gone back into the store and picked out a bed and dresser for him after he had made it clear that he wanted nothing to do with that store or anything in it. She had gone behind his back and picked out furniture for _HIS_ apartment and set up a fucking delivery without even mentioning it to him. What the hell was she thinking?

Furious, Carter stormed into his closet to get dressed. It was time to find Serena and set a few things straight.

* * * * *

Serena stepped off the elevator and automatically checked her phone to see if Carter had tried calling during the ten seconds it took for the elevator to descend from the penthouse. Disappointed to see there were no missed calls, she fought the urge to call and check on him. She had already left one message and if she called again there was a chance he was going to start thinking _she_ was a stalker.

Ordering herself to get a grip, Serena slipped her phone into her purse in an attempt to stop obsessing. Carter was probably still trying to sleep off his headache and he would call her when he was feeling better. Logically, she knew there was nothing she could do for him and hovering wasn't going to help, but that didn't stop her from wanting to rush over to the Plaza and see how he was doing.

Maybe she would take him some soup after she had lunch with Blair, Serena thought, as she made her way through the lobby. Of course her best friend would never let her hear the end of it if she ordered soup to go. When she had called Blair to tell her that she was worried about Carter, Blair had scoffed at Serena's desire to take care of him and pointed out that Carter would survive his headache without Serena holding his hand. Then, she told Serena to stop being so dramatic.

It was never a good sign when Blair Waldorf-Bass accused Serena of being dramatic.

Determined to enjoy her lunch with Blair (and avoid a lecture), Serena smiled and thanked the doorman before walking outside into the bright sunshine. It was already a gorgeous day and the weather was supposed to hold into the weekend before thunderstorms moved into the area. Maybe when Carter was feeling better, she could convince him to take advantage of it with her. There were still so many places she wanted to photograph.

Lost in her thoughts, Serena turned the corner and was surprised to see Carter striding toward her. Her smile widened and she quickly closed the distance between them, wrapping her arms around his neck. "Hi," she said, too caught up in her excitement to notice his scowl. "I was just thinking about you."

Carter reached up and removed her arms from his neck. He'd walked the short distance from the Plaza to the Palace in an effort to curb some of his anger, but seeing her brought it right back to the surface. "We need to talk." He took a step back, not wanting any physical contact with her.

Serena's smile faded, her excitement instantly turning to confusion in response to his sharp tone. "What's the matter? Do you still have the headache?" Even as she asked the questions, she could see that something was very wrong. His jaw was clenched and the tension seemed to radiate from his body. The expression on his face hinted at his barely controlled anger.

"I received a call from that irritating furniture guy this morning wanting to confirm a delivery. The funny thing is that I didn't order any furniture from him and I told Kyle that. Imagine my surprise when he told me that Miss van der Woodsen picked out a bed and dresser for me." Carter glared at her. Saying the words out loud only added fuel to his ire. "What the hell, Serena?"

Her heart sank, his clipped words stabbing through her like a knife. She had been so sure he would appreciate her handling the rest of the furniture for him. "I wanted to surprise you," Serena said. She fought the urge to try and touch him; his dark eyes warned her gesture would not be well-received. "I thought I was doing you a favor," she explained.

Carter crossed his arms over his chest, her pathetic answer making him all the more furious. "It wasn't your place to pick out furniture for me. We're not married, Serena. You're not even my girlfriend," he reminded her coldly.

Serena swallowed the sob that bubbled in her throat. This was not how she'd expected this conversation to go and she didn't understand why he had just pointed out that she wasn't his girlfriend for the second time in as many days. "I was trying to help," she said softly.

"I thought I made myself clear when I told you that I didn't want your help. Why didn't you listen to me?" Carter demanded, even though he already knew the answer. This was typical Serena van der Woodsen behavior. She did whatever she wanted and whatever she thought was best for him without giving any consideration to what he might actually want.

Serena hesitated, certain that anything she said was just going to make him angrier. "I'm sorry, Carter," she stammered. Tears threatened and she quickly blinked them back, positive crying would be the worst thing she could do at that moment.

Carter shook his head. "I'm tired of apologies, Serena. I'm tired of all of this." He could see her fighting back tears, but he was not going to fall back into his pattern of comforting her. Not this time.

"I don't understand," Serena said. She spoke slowly, trying desperately to hold on to the weak control she had left. She realized now that this wasn't about the furniture. He was way too angry for it to be about something that trivial, which meant his anger could only stem from their relationship. "I thought you wanted to be with me."

"I wanted to be with you seven years ago and look how well that turned out," Carter snapped bitterly.

Serena gasped audibly, unable to hide her shock. "You're still angry with me about what happened then." The realization hit her like a slap. All this time she had assumed that Carter was resisting her because he was afraid she was going to leave him again. Serena knew that she had hurt him. She had hurt herself too and she had struggled with the pain and guilt for seven years. Why had it never crossed her mind that he was angry with her?

She thought back to that night in Carter's hotel room. He'd been angry then. He'd looked at her with the same cold expression and the same darkness had been in his eyes that she saw now. She remembered him telling her that he had nothing left to give her and ordering her to leave. She still regretted walking out that door and not fighting for him. Serena was not going to make the same mistake.

"Please Carter; tell me what I can do to fix this." This time, she did reach for him, grasping his hand tightly in hers. It brought back her memory of sitting in the garden at Lily's wedding when he had reached for her hand and she had pulled away, too busy being judgmental to hear what he'd been telling her all along. _It's not the same with you._ _I really do care about you, Serena, so much. _

Carter stared at their joint hands, his mind finding the same memory. He had been a fool to fall in love with her then and he'd be an even bigger fool to allow himself to fall in love with her now. "You can't fix anything, Serena, that's my point." He tried to pull his hand away, but she held on, her fingernails digging into his skin.

"Don't say that," Serena pleaded. She ignored the tears that welled in her eyes. "I can't change what happened back then, but I'm not going to let you push me away now."

"You really don't get it, do you?" Carter pulled her hand off of his. "You can't always get your way, Serena."

Hot tears began to slide down her cheeks. "You kissed me," Serena reminded him, her voice shaking more with each word. "We've been having fun together. You can't tell me that doesn't mean anything to you."

Carter sighed, frustrated that she was right. Things had been good lately – too good. He was falling back into the old pattern with her even though he swore he wasn't going to. "I shouldn't have kissed you. It was a mistake," he said.

"No," Serena replied, her voice thick with tears. "You don't mean that."

The look of despair on her face nearly broke him. She was right; he didn't mean it, not entirely. "Look, Serena," Carter started and paused when a middle-aged woman gave him a nasty look as she hurried past. He realized several passersby were starting to look at them with a mixture of interest and concern and he had no doubt this was going to end up on Gossip Girl.

Serena seemed to come to the same realization and hastily wiped away her tears. "What do you want me to do?" she asked quietly, trying to stay calm while her insides churned.

"I don't want you to do anything," Carter replied, his anger beginning to subside. "I have to go to LA. Remember that phone call I got yesterday?" She nodded and he continued. "I need to handle the problem in person."

"You're leaving?" Serena cried in disbelief, fresh tears falling before she could stop them. He was going to walk away from her all over again. She felt her heart shatter.

"I think it will be good for both of us to have some distance between us," Carter said. He shoved his hands in his pockets to avoid the temptation to caress her cheek. "I'll be gone for a few days."

"And then what?" Serena asked cautiously, afraid of getting her hopes up.

"I don't know," Carter admitted honestly. He wished he had a better answer for her. But what they were doing now wasn't working for him and he needed time to figure things out – without her.

Serena tried to pull herself together. Carter wasn't making any promises, but he wasn't completely turning his back on her either. She clung to the tiny bit of hope she saw in that. "I'll miss you," she said softly.

"Bye Serena," Carter replied. He turned around and walked away.


	14. Chapter 14

**Author's Note: Thanks so much for the reviews! I know I left you hanging in the last chapter and I hope this one makes up for it. :) Feedback is always appreciated. An extra, extra, extra special thanks goes to Katy on this one because I had a lot of trouble with the beginning of this chapter.**

_Don't fall apart  
Don't let it go  
Carry the notion  
Carry the notion back to me_

"**Those wicked thunderstorms we've been having are not the only trouble brewing on the Upper East Side this week. Sources tell me that after not one but TWO very public fights – the second one reducing our fair S to tears – Carter has once again skipped town to parts unknown leaving a heartbroken S to fend for herself. Am I the only one experiencing déjà vu? You know you love me. XOXO, Gossip Girl."**

Careful to keep her face passive, Blair deleted the text from her phone and slipped it back into the pocket of her white robe. They had tried in vain over the years to figure out who Gossip Girl was and she had always managed to keep her identity cloaked in secrecy. Blair wanted nothing more than to find the bitch and throttle her for the way she had been attacking Serena. Her snide remarks were the last thing her best friend needed right now.

Blair glanced over at Serena. She was sitting at the pedicure station across from hers absently flipping through a magazine. Blair could tell from the far-off look in her eyes that Serena was lost in her thoughts, no doubt overanalyzing her fight with Carter. She had been living in her head for the past four days – ever since she had called Blair in tears to tell her that she wouldn't be able to meet her for lunch and she needed to be alone.

Needless to say, Blair had broken land speed records in an effort to get to her side and then a text from Gossip Girl gave her a heads up about the fight just as she walked into the penthouse. She had found Serena lying face down in her bed, crying softly against her pillow and her tears became vicious sobs the instant Blair crawled into bed beside her and stroked her hair. The story poured out of her between sobs and Blair had been helpless to do anything other than hold her and murmur that everything was going to be okay.

The only thing Blair hated more than feeling helpless was seeing her best friend in pain. Serena had insisted there was nothing she could do and she just needed time to herself. Blair had reluctantly agreed and left her alone, immediately seeking out Chuck and demanding he find out everything he could about what Carter was doing in LA. Blair was somewhat relieved when Chuck confirmed there was a legitimate problem with the restaurant and Carter was handling the situation with every intention of returning to New York when he was finished. That would give her plenty of time to come up with a new plan.

But Serena had made it clear she wasn't interested in hearing any of Blair's ideas, convinced there was nothing she could do to change Carter's mind at this point. Blair had attempted to reason with her and Serena had started crying again and pleaded with her to drop it. Blair had then tried distracting her with movies and massive amounts of shopping. Serena had gone along with her, but she had hardly said a word and she excused herself more than once only to come back with puffy eyes.

After three days of watching her best friend float between forced smiles and barely concealed tears, Blair was ready to fly to LA and drag Carter back herself if it would make Serena feel better. But since Serena still didn't want to talk about it other than to say that there was nothing Blair could do, she wasn't sure her friend was ready to see Carter at this point. So Blair had forced her to come to the spa for a morning of pampering in another desperate (and seemingly failing) endeavor to take her mind off everything.

Serena saw Blair watching her and felt guilty for not doing a better job of pretending she was having a good time. She appreciated everything her best friend was doing for her, but nothing was going to take her mind off Carter. She felt like such an idiot for not realizing he was still angry with her. He'd been so cold to her before Blair had made up the stalker story. Of course his anger wasn't just going to evaporate because she wanted it to.

"I can hear you thinking from here," Blair announced. She decided her toes were dry enough and rose from her chair, crossing the room to stand over Serena. "Tell me what you're thinking, S. Maybe it will help."

Serena sighed. She didn't think talking the problem to death was going to help, but she didn't want Blair to think she was purposely shutting her out. "Carter is angry and I don't know how to fix it. I'm not sure it can be fixed,"

"Anything can be fixed," Blair said confidently. She laid her hand over Serena's. "Have you considered being completely honest with him?"

"How many glasses of champagne did you have?" Serena asked suspiciously. In all the years she had known Blair, she'd never heard her friend suggest being completely honest with anyone. "Do you really think telling him the truth about the stalker is going to make him _less_ angry with me?"

Blair rolled her eyes. "Don't be crazy, Serena. You can never tell him the truth about that because he clearly holds grudges." She wrinkled her nose, like she thought Carter was somehow out of line for holding onto his anger. "That wasn't what I was talking about."

Serena refrained from reminding Blair what "being completely honest" actually meant, she didn't need the added stress of listening to Blair explain her logic. "What do you think I should tell him?"

"That you love him," Blair replied simply.

Serena's eyes widened. Now she was convinced Blair was the one who was crazy. "I can't tell him that."

"Why not? Maybe it's what he's waiting to hear. He told you he loved you," Blair reminded her.

"I know," Serena replied quietly, her heart aching as it did every time she thought of Carter saying those words before telling her he wanted her out of his life. "But this isn't about me or my feelings for Carter. He might think I'm trying to manipulate him emotionally if I told him I love him." She shook her head. "It's not the right time."

"Okay," Blair agreed. Now that she'd finally gotten Serena talking, she didn't want to push. "But you do need to come up with some kind of plan for what you're going to do when Carter does come back." She felt her phone vibrate and reached into her pocket.

Serena took advantage of her friend being momentarily distracted and didn't respond. She had been asking herself the same question for the past four days and she still had no idea what she was going to say to Carter when he returned.

Blair was frowning at her phone and Serena assumed it was another message from Gossip Girl. She had been relentless with her attacks over the past few days. "What does she have to say about me now?" Serena asked. Maybe she could focus some of her energy into being annoyed with Gossip Girl instead of dwelling on what was going to happen next with Carter.

"It's from Chuck," Blair said. Her eyes met Serena's. "Carter's back."

* * * * *

"Why the fuck is it so hot in here?" Carter demanded. He'd just walked into Kalliste after what could only be described as the longest cab ride of his life, made all the more aggravating by having to spend forty-five minutes going over expenses with Chuck. He'd expected to find the construction crew working and feel some relief from the ninety degree heat once he walked through the door.

Instead, the air in the restaurant was thick with humidity and it felt like it was hotter inside than out. The place was entirely empty with the exception of Matt, who sat in one of the booths with his laptop, dressed in shorts and a faded Yankees t-shirt. Seeing his friend was already keyed up, he lifted a hand to wave. "Welcome back."

Carter rolled up the sleeves of his light blue dress shirt and walked to the bar to grab a bottle of water from the mini-fridge. "What's with the sauna?" He unscrewed the cap and swallowed half the bottle before settling in across from Matt.

"The storm knocked out the air conditioning. It's supposed to be fixed sometime today, but I gave the crew the day off," Matt replied.

"Great," Carter muttered, scowling. Being back in New York was getting better and better, He took another long drink and considered switching to something stronger. "What else went wrong while I was gone?"

Matt raised a questioning eyebrow and decided he wasn't going to take the snide remark personally. He'd spent a lot of time with Carter over the years and he knew his mood was a little too sour to be completely business-related. He also knew Carter wasn't likely to open up until he was ready so Matt stuck to the topic at hand. "Nothing extreme," he replied. "How did it go in LA?"

"Zachary agreed to stay with the five percent bump in pay. His oldest kid just got into medical school," Carter replied.

"That's good news," Matt pointed out. He knew Carter was fond of the chef and his family and it was nice that his son was doing so well.

Carter glared at him. "Try telling that to Chuck Bass. How are you not melting?" he demanded. He yanked open the top buttons on his shirt and reached for his water.

Sensing Carter's tone wasn't going to transform any time soon, Matt decided to try a different approach. "Why don't you go upstairs and change?" he suggested.

"I don't have any clothes here and I would have changed at the hotel if I knew about the air conditioning," Carter snapped. "Why didn't you call me?"

Matt sighed. He was a good friend, but he wasn't about to let Carter make him his punching bag. "All right, Carter, enough. Why don't you just tell me what Serena did to make you so bitchy?" he asked.

Carter clenched his jaw, slightly insulted by the term and mostly irritated that Matt knew him so well. Carter had assumed that going to LA for a few days would be good for him. He'd have a chance to reconnect with his staff and focus on being hands on at the restaurant instead of spending all his time with Serena. In reality, he'd been crabby as hell because he couldn't stop thinking about Serena and the way they'd left things. Maybe it was time to get it off his chest.

"She bought me a bed and a dresser for my loft," he said.

Matt nodded, happy to see that Carter was ready to talk. "Right, they were delivered while you were gone. Then, what happened?"

"That is what happened."

"Let me get this straight," Matt paused; trying to wrap his head around the craziness of the statement. "Serena took it upon herself to buy you bedroom furniture and now you're angry at the world. You do hear how stupid that sounds, right?"

Carter scowled. Of course it sounded stupid when he put it like that. "I know how it sounds," he muttered defensively. "But you don't know Serena like I do."

"You're right," Matt agreed. "However, I know you pretty damn well and it sounds like the person you really have an issue with is you." He sent Carter a cool look, daring him to challenge his words.

Carter's eyes narrowed, his annoyance sparked. "By all means, don't stop there, Dr. Phil. Tell me why I'm mad at me." He folded his hands and waited expectantly.

Matt rolled his eyes and bit back his own temper. Carter was his best friend after all, and it wasn't like he hadn't been expecting this ugliness. He held up his hand and began ticking his points off on his fingers. "You let Serena back into your life even though you swore you weren't going to. You told yourself – and anyone else who would listen – that you were just friends and you were fine with that. But now you realize that you can't just be friends because you have feelings for her and you're angry because cool and controlled Carter Baizen is losing it. How am I doing?"

Carter remained silent.

"Look, because I'm such a good friend, I'm not going to say I told you so, even though I did warn you repeatedly that this would happen," Matt said. He was relieved to see a hint of a smile on Carter's face. "Come on, man. Pretend for a moment that you're not emotionally handicapped and tell me what you're thinking."

Carter held up his hand mimicking Matt's gesture. "First, I need a new friend, preferably someone more masculine. Second, I know I fucked myself here. I just don't know what I'm supposed to do about it." He'd been driving himself crazy trying to figure it out and he still had nothing.

"Okay, I'm going to ignore the dig at my manliness because we both know you wish you could be more like me," Matt teased. He flexed his biceps proudly. "But since I'm already in 'Dr. Phil' mode, I'm going to call it like I see it. You have two choices, Carter. Stop dancing around and tell Serena you want to be with her or walk away. There's no in between."

"It's never that simple with Serena and me," Carter replied. He knew Matt's logic made perfect sense for a normal situation. But this wasn't a normal situation; it had never been a normal situation. He and Serena shared a complicated history and their lives were going to be intertwined as long as he was working with Chuck and living in New York. If he walked away from her again, it wouldn't be like before when they could retreat to opposite ends of the globe.

"Maybe that's another part of the problem," Matt commented, bringing Carter back to the conversation. "I fully admit that I do not understand this Upper East Side world that the two of you come from, but I get how the past can complicate the present. The solution is not to let it. You're the same Carter Baizen who worked your ass off to make a name for yourself without your parents' money. Set your mind to making this decision and stick with it. But you can't have it both ways anymore."

"You really missed your calling as a shrink," Carter said. He offered Matt a weary smile. "Thanks for the advice and I'm sorry I bit your head off. I haven't gotten much sleep lately," he admitted.

"Well there's a brand new bed waiting for you upstairs. I'm not sure if Serena picked out any sheets though, so you might have to sleep on the plastic," Matt joked.

Carter rolled his eyes. "Too soon, man," he muttered. But his smile deepened affectionately. It really was nice having Matt around again. "Listen, I can stay here and wait for the air conditioning to get fixed. I'm sure you can find something better to do with your afternoon."

"We could both get out of here," Matt suggested. "The building maintenance guy is in charge of dealing with the repairs. We could –" His voice trailed off when he saw Serena walk through the door.

Carter turned, following Matt's gaze and felt his heart slam against his ribs when he saw her standing hesitantly in the entry. She was dressed simply in a black skirt and a sleeveless dark blue blouse, her long hair falling loose and shiny around her bare shoulders. The familiar wave of lust that stirred in his gut was immediately replaced by a much more uncomfortable emotion when he saw sadness in her eyes and knew he had put it there.

"Go," he said quietly, shifting his attention briefly back to Matt.

Matt nodded, closing his laptop and sliding it under his arm as he stood up. "Remember what I said," he advised. "Two choices." He offered Serena a smile on his way out the door. "Take care, Serena."

"You too," Serena replied softly. She was pretty sure that was the nicest Matt had ever been to her and she wasn't sure if that was a good sign or a bad one. She watched Carter as he crossed the room toward her, trying to read his mood. All she could see was tension and she didn't know which one of them it was coming from.

"The air conditioner is broken," Carter said, silently cursing himself for not knowing what to say to her. He shoved his hands in his pockets and recalled doing the same thing a few days earlier on the sidewalk. The urge to touch her was never going to go away.

"The storms were brutal," Serena said. She twisted the silver ring on her index finger in a circle and tried to calm her nerves. She had made the decision to seek him out and try to resolve things. It had seemed like a great idea – right up until the moment she walked in the door. "How did things go in LA?"

"Okay," Carter said, grateful for the small talk. His mind was spinning through the various scenarios again. Was he really willing to take the risk of being with her again after everything that had happened? Or was it time to cut his loses once and for all? "Everything worked out although Chuck wasn't happy with the deal." He couldn't resist smirking.

Serena laughed. "Sounds like you got a bonus out of that," she teased.

"Maybe a little," Carter replied with a smile.

Seeing him smile sent her heart tumbling. "Carter, I want to fix this." Serena laid her hand on his cheek. "I want to fix us."

The simple gesture broke through what was left of his tension and at that moment Carter knew that Matt was right. This didn't have to be complicated and the answer was simple. But Matt had also been wrong. He didn't have two choices. There was only one choice for him. There had always been only one choice for him.

"I'm sorry, Serena. I was out of line the other day and I'm sorry I walked away from you," Carter said. He watched the surprise flash in her eyes and then the slow smile spread across her beautiful face and he knew he was doing the right thing.

"Oh, Carter!" Serena launched herself against him, wrapping her arms tightly around his neck and hugging him hard. He caught her easily in his arms and held her there, enjoying the way her body fit against his. She pulled back slightly to look into his eyes and make sure she wasn't imagining this. "Do you mean it?"

The hope in her eyes touched his heart. Carter pressed a small kiss to the tip of her nose and made her giggle. "Yes, I mean it. I don't know who I was trying to fool by saying I didn't want to be with you." He took her face in his hands, his eyes serious. "There isn't a day that goes by that I don't want to be with you."

If Serena hadn't already been helplessly in love with him, those words would have done the trick. "I've missed you so much, Carter," she stressed, hoping he understood she wasn't just talking about the last few days.

"I missed you too, beautiful," Carter replied, knowing exactly what she meant because he felt the same way. He crushed his mouth to hers, let himself take. Her lips were so soft, so giving. He never wanted to let her go again.

She moaned softly, tightening her arms around his neck and sinking into the kiss. His mouth was hot on hers and all her nerve endings seemed to come to life when his tongue slipped past her lips to tangle with hers.

His fingers moved through her hair, a gentle tug had her head falling back to give him access to her neck. He nipped his teeth along her throat, then his tongue glided smoothly over her soft flesh and he felt her body shiver against his. Smirking, he brought her mouth back to his.

Serena tried and failed to catch her breath between each plundering kiss. Her head was spinning from the heat and the only coherent thought she could manage was that she wanted him. Now. She slid her hands down over his chest and tugged his shirt from his waistband. Her fingers flew over the buttons.

"We should go upstairs," Carter said. His pulse pounding, he gripped her hips and dragged her back to him for another searing kiss.

"Too far," Serena replied. She dragged his shirt down his shoulders and pressed hot open-mouthed kisses to his chest. Her hands moved to his belt and she thought she might burn from the inside out if he didn't hurry.

Carter got the message loud and clear when her fingertips brushed over his length through his pants. He moved her back until she bumped against a table. He lifted her hips slightly so she was sitting on the table and Serena wrapped her legs around his waist pressing herself firmly against his already throbbing erection. When she rolled her hips and smiled up at him, he nearly lost it.

"You're making it difficult for me to show you any finesse," Carter pointed out while his fingers fumbled with her buttons. The low and throaty laugh she responded with snapped the tiny thread of control he'd been holding onto. He yanked her shirt down her back and closed his mouth over her lace-covered breast, pleased when she cried out.

Serena's fingers dug into his arms, her body poised to erupt any moment. "Hurry," she whispered frantically.

Their mouths met again in a near violent tug of war. Serena groped for his zipper while Carter's hands shimmied under her skirt and up over her smooth thighs, finally closing over the waistband of her panties.

"I hope you know that's not sanitary."

Carter's head shot up and he saw Chuck standing in the doorway, his usual disapproving frown firmly in place. "Now's not a good time, Bass." He wondered if there was any chance Chuck would do the decent thing and walk away.

There wasn't. "I can see you're quite busy trying to have sex with my sister instead of doing the job you're actually paid to do," Chuck sneered. "Really, Serena, can't you find a decent guy who can do better than a table top?"

Serena laid a warning hand on Carter's chest when his eyes flared and glanced back at Chuck. She would happily strangle him for his bad timing if she didn't fear Blair's wrath. "Can you give us a minute?"

Chuck smirked. "Is that all it takes you, Baizen?"

"Chuck!" Serena hissed.

"Fine, but I'll be right outside," Chuck replied. He sent Carter another disgusted look and walked away.

"That was unpleasant," Carter muttered. He pulled up his zipper and fixed his belt while Serena reached for her shirt. "I'm sorry," he added.

Serena shrugged. She wasn't going to let Chuck spoil the moment."I'm the one who didn't want to go upstairs." She pulled his face to hers for a kiss. "Besides, this isn't the first time we've been caught in a compromising position, so to speak." Her eyes sparkled mischievously.

Carter laughed, remembering a certain incident in Monte Carlo. "We're lucky we didn't get arrested." He smoothed her hair with his hand and thought about how close they had come to almost getting what they wanted. "I hate Chuck Bass right now." He considered it. "More than I did before."

"And you two were just starting to get along," Serena teased. She couldn't resist kissing him again. It was so nice to finally know that he wanted her as much as she wanted him.

Carter smiled against her mouth. "To be continued?"

"Very soon," Serena promised.


	15. Chapter 15

**Author's Note: I'm sorry it took me so long to update this story! I love reading your reviews and I want to once again thank everyone who commented and added the story to their favorites/story alert. Hopefully this chapter will be worth the wait and I'd like to remind everyone that this story is rated M. ;)**

**Katy - you are awesome, as always.**

_Don't ever feel  
That you're alone  
I'll never let you down  
I'll never leave you dry  
Don't fall apart  
Don't let it go  
Carry the notion  
Carry the notion back to me_

"**Gossip Girl here. It appears a certain unlucky-in-love blonde has found her Prince Charming. My sources tell me that S and Carter Baizen have been spotted all over the Upper East Side whispering sweet nothings to each other. Maybe the third time really is a charm. Could S finally be getting her happy ending? Stranger things have happened."**

Serena rolled her eyes and clicked off the blog, opening her photo software program instead. She had long accepted that Gossip Girl was never going to leave her alone, but she took pleasure in the fact that the nosy bitch was probably choking on having to report that Serena was actually happy for a change. All the snide comments in the world were not going to change that.

A smile played across her face. Happy seemed like too tame of a word to express what she was feeling. Ecstatic, blissful, rapturous, euphoric – all fitting, but still not good enough. The past week with Carter had been better than anything she could have imagined.

She pulled up the photos she had taken earlier that day when Carter had asked her to meet him for lunch at a café in Central Park. He was uptown doing interviews for the staff and she was working on a new photo project for one of the local magazines. She had planned on taking some snapshots of people enjoying the park, but somehow most of the pictures she had taken were of the two of them.

The timer feature on the camera was a beautiful thing, Serena thought as she scanned through the photos. Carter was smiling in all the pictures, looking as happy as she felt. It warmed her heart to know that she could still make him happy after all the time they had spent apart.

But she was done dwelling on that. Carter had taken her back and she was going to make sure he never regretted that decision. She switched to a photo of the two of them kissing. He had joked that he never thought he'd be the kind of guy that posed for silly "couple" pictures, but somehow she made him a willing participant.

"Serena!"

Startled, she whipped her head around and found Blair standing beside the couch glaring at her. She was wearing a gorgeous black sequined dress, her brown hair was swept up in a French twist and her makeup was flawless.

"Hi B," Serena said brightly, wondering if she could attempt to deflect Blair from the tangent she was about to go off on.

Blair's eyes narrowed and Serena knew there was no chance of that happening.

"What are you doing? I've been talking to you since I walked off the elevator and you didn't hear me." She leaned over to look at the computer screen and huffed when she saw the picture. "Really, S? You're really sitting here staring at pictures of you and Carter when you should be getting dressed?"

"I'm sorry," Serena apologized. They were supposed to attend a benefit dinner for one of Eleanor's charities and she had been in the process of getting ready when she had decided to sit down with her computer and time had gotten away from her once again. After glancing at the picture one last time, she closed the computer, set it on the coffee table and she attempted to show Blair her best remorseful look. But she couldn't stop the smile that had become a permanent fixture over the past week.

"You're pathetic." Careful not to wrinkle her dress, Blair sat down gingerly on the couch beside Serena. "It's nice to see you happy, S." She offered her a smile.

"Thanks, B." Serena's own smile brightened. "Carter and I had the best time today. We were in the park and -" She stopped short when Blair held up a hand in front of her face and sent her a scathing look she knew all too well.

"If you're going to gush about Carter, at least do it in your room while you're getting dressed," Blair said. She hauled Serena to her feet and dragged her down the hall. "What are you planning on wearing?"

Serena shrugged, instantly regretting it when Blair scowled. She opened her mouth, but Blair just shook her head and motioned for her to sit down on the bed before she went to Serena's closet.

"I get that you and Carter are all in love and being cute and silly and you're too busy having sex all over the place to focus, but this dinner is important, Serena." Blair pulled out a long red dress and a blue cocktail dress and held them up for her friend. "Which one do you want to wear?" She stretched her hand holding the red one a little further.

Serena laughed at the not-so-subtle hint. "The red one and for the record, Carter and I have not had sex."

"Good choice," Blair said proudly. She turned to hang up the blue dress and immediately spun back around when Serena's words sank in. "What are you talking about? I know you and Carter have had sex."

Serena stood up, took the red dress from Blair and eased her robe off her shoulders. "I mean we haven't had sex recently."

Blair frowned. "Chuck told me he walked in on you guys at the restaurant."

"Yes and we obviously stopped after that." She turned around and lifted her hair so Blair could zip the dress. "After that, we haven't had a chance."

"You two are always together. What's the problem? Don't tell me it's been so long that you've forgotten how," Blair teased. She guided Serena into the chair in front of the vanity and reached for her hairbrush.

"It's not funny, Blair." Serena met her eyes in the mirror. "Chuck was only the first interruption. We haven't been alone in a private location since then."

While it was true that they had seen each other every day for the past week, they were rarely alone. Carter was busy with restaurant business and she was working on two different photo projects, the magazine one and another one for Rufus' gallery in addition to the stuff she was doing for Kalliste. Chuck, Eric and Matt had popped up constantly at the restaurant and Lily had suddenly felt the need for mother-daughter time. Carter had taken her to dinner the night before and when they returned to the penthouse, Lily and Rufus were arriving home at the same time. After making conversation, Carter had politely excused himself and Serena had gone to bed, frustrated for not suggesting Carter take her back to his place.

She would think the universe was conspiring against them if she believed in that kind of thing.

"I don't think a restaurant counts as a private location," Blair pointed out. She pulled the sides of Serena's hair back and pinned them in place with silver barrettes.

"You're not helping."

"You're being silly," Blair countered. She decided Serena's makeup already looked good and selected a lip gloss for the finishing touch. "If you and Carter wanted to have sex, you would have found a way. What's really holding you back?"

"I don't know," Serena admitted. "But I think it's Chuck's fault." She knew if he hadn't walked in on them in the restaurant, they probably wouldn't have ventured out of bed for the next week. But she had a feeling the interruption had jarred Carter into thinking they were moving too fast.

"Well as much as I think Chuck would relish the thought that he was keeping Carter from sexing up his sister, that's stupid logic, Serena." Blair scrutinized Serena's reflection and nodded, satisfied with her work. "After this dinner, take Carter back to his hotel room and have your way with him. We both know he's not going to say no especially when you look this good, thanks to me," she added.

Serena laughed. "I love you, Blair."

"Back at you, S. Now let's go before we're late and my mother has a stroke," Blair replied.

* * *

Carter had been attending benefit dinners and charity auctions and masquerade balls for as long as he could remember. Fancy parties and excuses to show off were the staples of the Upper East Side and he was a Baizen, so he knew how important it was to keep up appearances. Of course, he had failed his parents on more than one occasion to live up to the family reputation. But as far as he was concerned, all of that was in the past.

He stood in the hotel ballroom with a glass of champagne watching his fellow blue bloods mingle and considered how far he had come. He had started out as the dutiful son, morphed into the rebellious teenager turned manipulative troublemaker and schemer. He'd attempted to reform and his mistakes had caught up with him. Leaving New York had been the best thing for him and it was one of the few moments he could look back on with pride.

But here he was back in New York, back at a stuffy charity event, back to being involved with Serena. He had come full circle and it seemed like nothing had changed, but the fact was everything was different now. This was finally their chance to make things work between them and if the past week was any indication, they were on the right track.

He saw Chuck arrive, pause in the doorway to greet his mother-in-law and Carter wondered if it would go against everything he'd just thought about being a different person if he hid behind a potted plant to avoid Chuck.

Tensions had been rising between them again ever since he had walked in on him and Serena. Carter wasn't sure if Chuck was using some sort of delayed overprotective brother logic or if he had just exceeded whatever promise he made to Blair to be civil to him, but Chuck had been going out of his way to make Carter miserable. He scrutinized every decision he made, argued with him over costs and complained about the lack of progress even though he was the one causing it.

Before Carter could finish justifying his desire to hide, Serena walked into the room with Blair and he forgot all about Chuck. The red dress she wore showed off all of her magnificent curves, making his mouth water. She greeted Eleanor with a bright smile and he was already crossing the room toward her, Chuck Bass be damned.

"Good evening, beautiful." Carter reached for her hand, brought it to his lips and watched her smile widen.

"Hi," Serena replied, leaning in to press her lips to his cheek. "I missed you," she whispered against his skin.

"Well isn't this touching," Chuck sneered. "I'd suggest you two get a room, but tables seem to be you're thing, so I'll just remind you that there are other people around."

Carter rolled his eyes and slipped his arm around Serena's waist. "Let me get you a drink," he offered, pulling her away without waiting for an answer. As satisfying as it would be to punch Chuck in the face, it wouldn't do any of them any good if he made a scene.

"Don't listen to Chuck," Serena said. She accepted the champagne Carter handed her and placed her other hand on his cheek. "He's just trying to get under your skin." She could see the tension radiating from Carter and wondered if she needed to have a talk with Chuck.

"It's working," Carter admitted. He finished his own drink and passed the glass off to a waiter. He saw the concern in Serena's eyes and blew out his breath, determined not to ruin the evening for her. "You're right, Chuck doesn't matter." He brushed his lips over hers.

Her mouth curved into a smile beneath his. "Is this how you're going to change the subject?"

"Depends," Carter teased, kissing her again. "Is it working?"

Serena set her glass down and wrapped both arms around his neck. "It means a lot to me that you came tonight. I know things have been rough with Chuck lately but it's important to Blair and me that you guys try to get along. But I promise I will make this up to you."

The teasing gleam in her eye made him smile. "I'm going to hold you to that." He kissed her again and wished they were somewhere a little more private. "We should find our table," he suggested, wanting to get this dinner over with.

Serena's smile faltered. "We're sitting with Chuck and Blair at Eleanor's table," she said.

"Right," Carter muttered. It was going to be a long evening. "In that case, I'm going to go to the bar and get a real drink. Champagne isn't going to cut it."

* * *

Dinner turned out to be a disaster. Even though Serena and Blair purposely sat between Carter and Chuck, the two still managed to snipe at each other. Chuck made less than subtle references to how much he disapproved of Carter being there with Serena and Carter responded by attacking some of Chuck's questionable business practices. The only time they managed to be civil were for the few moments Eleanor was actually seated with them. The moment she got up to mingle with her guests, the two went right back to their biting comments. By the time dessert was served, both men sat in stony silence glaring at the tiramisu.

"Would you two please stop behaving like children?" Blair hissed as soon as her mother stepped away. She laid her hand on Chuck's arm. "People are going to start talking and that's not good for business," she reminded him.

"We shouldn't be doing business together." Chuck turned to glare at Carter. "I never would have agreed to finance the restaurant if I had known you were involved."

Carter scowled into his dessert, too angry to look at Chuck. "Then you would have missed out on all the money my restaurant has made for your company. Pick a different card, Bass."

"How about the fact that you're a liar and a cheat?" Chuck offered.

"Takes one to know one," Carter replied coldly.

"You did not just say 'takes one to know one.' Are we suddenly five years old fighting in a sandbox?"

Carter pushed his plate aside and shifted to face Chuck. He saw the challenge in his eyes and he was more than a little tempted to knock him down a few pegs. He had wrongly assumed that they were starting to move past everything that had happened over the years, but the last few days had been a different story. Chuck was as determined as ever to try and push his buttons.

But he had already embarrassed himself and Serena by stooping to his level and he needed to put an end it. "I'm done with this game, Bass. I'm not sure what you problem with me is at the moment and I don't care. We're never going to be friends and I can live with that." He shoved his chair back and stood up. "Enjoy the rest of your evening."

"Carter, wait." Serena stood as well and reached for his hand. "I'm coming with you." She sent Chuck a warning look and followed Carter out of the ballroom.

"The guy can't take a joke," Chuck muttered. He reached for his dessert, but Blair grabbed it and held it out of reach.

"What just happened? You promised me and Serena that you would try and be nice to Carter. Serena is finally happy, Chuck. Why do you want to ruin that?" Blair demanded. She had a headache from listening to the two men arguing for the past hour and trying to force small talk whenever her mother was around.

"First of all, I never promised anything of the sort." Chuck wrestled his dessert back from her. "Second, I despise the guy. I don't know what Serena sees in him or why she's willing to lower herself to be with him." He took a bite of the tiramisu. "This is good. You should try some." He held his fork out to Blair.

She nearly slapped it away. He was not going to get out of this by offering to share his dessert. "Serena loves Carter and we love Serena. Therefore, you need to find a way to get along with him. I'm not asking, Chuck. You will do this for me."

Chuck sighed. "I'm never going to like the guy or want him anywhere near my sister."

"It's not up to you," Blair reminded him.

* * *

Carter unlocked the door to his hotel room and held it open for Serena. The short elevator ride had only made him angrier and he was starting to think he should have taken a walk around the block to cool down and get Chuck Bass out of his head. Serena leaving with him had made him feel worse than he already did about letting Chuck get the best of him.

"You really didn't have to leave with me," he said.

"The party was dull anyway." Serena tried to keep her tone light even though she was fuming inside. She had no doubt Blair was giving Chuck a well-deserved piece of her mind at the moment. She intended to do the same the first chance she got, but for now, she wanted to defuse Carter. Serena poured him a glass of scotch.

He accepted the drink and imagined putting his fist through Chuck's smug face. It would serve the bastard right. "I don't know why I thought Chuck and I could do business together face-to-face. Things were better off before." He downed the scotch and set the glass down, too irritated to bother with another one.

Serena sat down on the edge of his bed and watched him pace the room. She couldn't blame him for being angry and upset, but she wasn't about to let Chuck come between them.

"Carter." She waited for him to stop pacing and look at her. "You do realize that this is the first time we've been alone for the past week."

His eyes trailed over her. She looked incredible sitting on his bed smiling up at him. He had been so busy stewing in his anger that he had failed to notice they were actually alone with a locked door to keep interruptions at bay.

Serena stood up and crossed the room to him, winding her arms around his neck. His hands instantly gripped her hips and he smirked at her, enjoying the knowing gleam in her eyes. "Why don't we forget about Chuck?" she suggested. "After all, there are other things we could be doing." She let her hands slide down and she slowly pushed his jacket down his shoulders.

He shrugged out of it, let it fall to the floor and settled his hands back on her hips. "You make an excellent point." He lowered his head, covered her mouth greedily with his.

She let herself melt into the kiss, tasting the frustration mixed in with the pure lust they had both been suffering through for so long. She loved the feel of his mouth on hers; the way his tongue glided over hers sent incredible sensations through her entire system. She undid his tie, tossed it on the floor with his jacket and then slid her hands into his hair, keeping his mouth fused to hers.

"I've wanted this from the moment I saw you again," Carter said. He feathered kisses over her cheeks, along her jaw, down to her neck. "Probably longer than that if I'm being honest." He winked at her and her heart somersaulted in her chest.

"I missed you so much." She cupped the back of his head and brought his mouth back to hers. Even as her body began to ache for him, she knew she wanted to savor this moment.

The taste of her set his system on fire. When the kiss deepened, he dragged her closer to him, craving more, raw desire nearly driving him insane. Needing to breathe, he turned her in his arms, brushed her waterfall of hair aside and found the zipper of his dress. Slowly, he lowered it, tracing his mouth along its path, pressing hot kisses to her ivory skin.

She closed her eyes, let herself get lost in his touch. His mouth connected with the sensitive spot on her lower back, her knees went weak and she moaned his name. Smiling, he let his tongue slide over the same spot as her dress pooled at her feet. He felt her quiver again, and turned her to him. He kissed his way up her body, over her stomach, to the valley between her breasts, up to her throat and then finally, he took her mouth again.

Serena stepped out of her dress, slipping out of her shoes in the process. Her head was spinning from Carter's mouth plundering hers, but she had enough focus left to know that she needed to feel him against her. Her hands fumbled with the buttons on his shirt. She managed to get it open, pushed it aside and let her hands run over his smooth, hard muscles. His skin was hot beneath her fingers and she let her hand rest against his racing heart.

"You're so beautiful," Carter whispered, his eyes raking over her body, covered by two strips of black lace. His hands cupped her breasts, his thumbs moving over her pebble hard nipples. He unhooked her bra, her smooth flesh spilling out into his hands. He lowered his mouth to her breast, teased her nipple with his tongue before taking her into his mouth. She cried out, gripped his shoulders for balance.

He lifted her up against him, carried her to the bed. He kicked his shoes off, set her down and covered her body with his. She arched against him, grinding herself against his erection. "I want you inside of me." She grabbed a fistful of his hair and dragged his mouth to hers for a fiery kiss.

He smirked against her mouth. "Not just yet, beautiful." His lips skimmed along her jaw while his hand slipped between her thighs. He cupped her, pleased that she was already soaking wet. Her eyes widened and her breath hitched in her throat as he pushed her panties aside and slipped his fingers into her heat.

"Carter," Serena muttered. She rocked against him as his fingers slipped deeper into her core. He watched her eyes glaze over, felt her body shudder as the orgasm ripped through her.

Without giving her a second to catch her breath, he kissed her again, long and hard. Her body was already in overdrive and she felt like she was going to die if he didn't hurry. She reached for his belt buckle, tugged it off. "Hurry," she breathed.

Seeing her panting beneath him, her blue eyes wide with desire for him was all the incentive Carter needed. He reached for his wallet and pulled out a condom before unceremoniously discarding his pants and boxers. Serena's fingers curled around his shaft causing his vision to blur. He managed to put on the condom and yanked her panties down in a smooth motion.

"Thank God," Serena muttered. She wrapped her arms around his neck and arched her body to meet his.

Carter's eyes locked with hers and he dropped his mouth to hers one last time before he drove himself into her. He watched her eyes as he went deeper; he began to thrust inside her. She wrapped her legs around his hips, took him in even deeper, her walls closing tightly around him.

She eagerly matched the pace he set, her fingers digging into his shoulders as he brought her to the edge. Her body erupted, she cried out his name over and over until the release rocked through her. She quivered beneath him as he thrust into her again, until his own release set his body on fire. Spent, he let his head fall onto her shoulder.

"That was unbelievable," he muttered as he struggled for breath.

Serena was pretty sure she had seen stars, but her body was too busy humming for her to do anything other than hold him against her.

"Serena?" Carter managed to lift his head so he could look into her eyes.

"Yes?"

"If I fall asleep, are you still going to be here?"

She laughed and brought his face to hers for a kiss. "I'm not going anywhere," she promised.


	16. Chapter 16

**Author's note: Thanks to everyone who reviewed. A special thanks to Katy for being hella awesome. MWAH.**

_All the things you do - can't help myself_

Serena woke up the next morning feeling like she was going to combust from happiness. Her legs were tangled with Carter's underneath the sheets; his hand rested against her hip, his other arm clutched the pillow beneath his head. She took a moment to memorize the way he looked, sleeping peacefully, the sunlight streaming through the window bathing his face in a soft glow. The photographer in her wanted to capture the image, but she knew her mind's eye wasn't going to be forgetting this anytime soon and nothing was going to drag her out of his bed.

She let her fingertips sweep through his hair. Everything about the night had been perfect. She knew how girlie and cliché it was to bask in the afterglow, but Serena didn't care. She had dreamed of being with Carter again for so long and now that it had finally happened, she was going to savor every second of it.

He stirred slightly, his hand slipped from her hip to graze her thigh, warming her skin. She moved her body closer to his and let her hand slide over his back. A smile played across his face before he opened his eyes and she felt the butterflies fluttering in her stomach.

"Good morning, beautiful," he said, his voice husky with sleep.

"Good morning," Serena replied. She couldn't contain her own smile. He was just so cute and she was beyond hopelessly in love with him.

Carter shifted, propping himself up on his elbow. His eyes took in every detail of her –the way her hair fanned over the pillow, the slight glaze in her eyes and the smile that was just for him. "It's nice waking up to you after all those times you skipped out on me."

She heard the teasing note in his voice and laughed. "I don't know where this reputation comes from." Serena caressed his cheek. "I might have left once or twice, but this is not the first time we've woken up together," she reminded him.

"True," Carter agreed. But there was something different about this time and he didn't think it had anything to do with them being older and wiser. He took her hand in his and brought it to his lips. Her beauty still made his heart ache even after all these years.

"What's on your agenda for today?" Serena asked. She hoped he didn't have any early meetings or other business matters that he needed to rush off to.

"Besides this?" He pressed his lips to hers while his hand cupped her breast, instantly stirring her blood.

She wrapped her arms tightly around him and deepened the kiss. "This is good," she whispered against his mouth.

Carter shifted and smoothly pulled her body on top of his. "It's about to get even better," he promised with a smirk.

* * *

Several hours and a very steamy shower later, Serena was still smiling as she reluctantly put her clothes back on. Carter had managed to cancel most of his day, but he had an interview with a chef that he couldn't reschedule. She hated to admit it, but Serena knew it was probably for the best because at the rate they were going, she wasn't going to be able to move much longer.

Carter strolled into the bedroom, tucking his blue dress shirt into his gray slacks and fastening his belt. "I've got a proposition for you," he said.

"I'll bet you do." Serena turned around so he could zip her dress. "But you have a meeting to get to," she reminded him.

He laughed and pressed a kiss between her shoulder blades before zipping up her dress. "That's not what I was referring to, although I wouldn't object."

Serena turned to face him, her ever-present smile in place. God, he made her so happy, she mused. She wrapped her arms around his neck. "What did you have in mind?"

"I promised Matt and Emily and I would have dinner at their place tonight. I want you to join me."

Serena's smile faltered slightly. She had managed to avoid Emily ever since the sidewalk incident and subsequent embarrassing scene at the restaurant. Matt was stiffly polite to her at best. She wasn't sure either one of them would want her imposing on their dinner plans. She tried to think of a tactful way to decline the offer.

Carter could see the wheels turning in her head and knew she was trying to come up with an excuse to say no. "Serena." He cupped her chin in his hand and tilted her face up so he could look into her eyes. "I know things have been awkward, but I want my friends to get to know the real you. Please?"

How was she supposed to say no to when he asked so sweetly? Serena knew he was right. If they were going to be together, she needed to get to know his friends and hopefully change their opinions of her by showing them she wasn't going to let Carter down again. Besides, she owed him for all the time she forced him to be around Chuck.

"Okay," Serena agreed. "It sounds like fun."

"It will be," Carter said. He covered her mouth with his. What he'd intended to be a light kiss quickly escalated into something much more heated. "Maybe I can cancel this interview," he said.

"No," Serena replied firmly. She gently pushed him back and went to retrieve her shoes. "You told me how important this it is to find the right chef. You need to go and I need get home and work on my magazine project."

Carter nodded, knowing she was right. "All right, let me walk you back to the Palace."

Serena shook her head. "You have to get to your interview and I don't want to give Gossip Girl any extra fodder for the walk of shame piece that she's going to write about this." She gestured to her wrinkled dress.

Carter frowned. He could already see the headlines the blogger would come up with to mess with Serena. "Do you want me to call a car for you? I'm sure there's someone we can bribe into letting you slip out the back."

"That's not necessary." She grabbed her purse from the table and tucked it under her arm. She was much too happy to worry about Gossip Girl. "Let her print whatever she wants." She gave Carter one last kiss and pulled away before she lost the will to walk out the door. "Call me later."

"Count on it, beautiful."

* * *

Ten minutes later, Serena stepped off the elevator and was relieved to be greeted by silence in the penthouse. It was funny how she couldn't have cared less when she was a teenager if her mother found her returning home in her clothes from the night before, but now that she was an actual adult, she was grateful Lily and Rufus were at work so she didn't have to explain herself.

"Serena."

She jumped at the sound of Lily's voice and sheepishly turned to see her mother standing in the kitchen. Lily's eyes trailed over her dress and wet hair before they met hers and Serena's face reddened with embarrassment. This was definitely worse than when she was a teenager.

"Hi Mom," Serena said, struggling to keep her tone light and her eyes downcast.

Lily walked over to join her in the foyer. She was fighting to keep the smile off her face, not wanting to relish in her daughter's uncomfortable moment even though she too saw the irony in the situation. "Did you have a nice night?"

Her casual tone made Serena laugh and she finally met her mother's gaze. She was relieved to see amusement in Lily's eyes. "I'm sorry. I probably should have called to let you know I wasn't coming home."

"You should have called when you were fifteen and ran off to Greece in the middle of the night," Lily countered. "You're twenty-five now and you've been living on your own for seven years. If you want to spend the night elsewhere, that's your call. Although, I do believe Carter Baizen was involved in both situations."

Serena's blush deepened. "I love him, Mom. I love him so much that I can't even comprehend ever being without him again. I know how silly that sounds," she added, not sure why she suddenly felt the need to gush to her mother.

"Love is not silly. It's not always practical, but it's never silly." Lily reached for her hand. "Have you told him how you feel?"

Serena shook her head. "It's not the right time. We've been through a lot and I hurt him last time we were together. I really didn't think I'd ever have the chance to fix it," she admitted.

Lily nodded, knowing that kind of situation all too well. "Second chances are rare, Serena and it makes me happy to see you so happy." She squeezed her hand. "It's nice having you home even if you do stay out all night."

Serena laughed again and gave her mother a hug. "I love you."

"I love you too. Why don't you change your clothes and fix your hair and we can go to lunch?" Lily suggested.

"I'd like that," Serena said.

"Good." Lily smiled at her daughter. "You know your grandmother has been telling me for years that you were going to end up with Carter. As much as I hate to admit that she's ever right about anything, I'm glad she was right about this."

"Me too," Serena agreed.

* * *

Later that night, Serena found herself standing beside Carter in the hallway outside Matt and Emily's apartment. He had picked her up at the Palace and assured her there was nothing to be nervous about, but Serena was still shaking on the inside. She knew how important Carter's friends were to him and she really wanted them to like her. But first impressions were hard to forget and hers had been less than stellar.

Sensing her tension, Carter reached for her hand. "Stop worrying, it's just dinner," he said.

Serena nodded and admonished herself for being so obvious. She didn't want to make Carter regret inviting her. She had spent her entire life socializing with people and being friendly. There was no reason to think she wouldn't be able to pull this off. Relax Serena, she thought.

Matt threw open the door and grinned at Carter. "Hey man. It's about time you dragged your ass over here. Come on in, buddy. How's it going, Serena?" He stepped aside so they could enter the apartment.

"Good," Serena replied, flashing him her best smile. "I hope you don't mind that I tagged along."

"Don't be silly," Emily said, joining them in the small foyer. "You're more than welcome. Hi Carter," she added.

"Hi Em." Carter bent to kiss her cheek. "I saw the market took a dip today," he commented teasingly. Matt shook his head and closed the door.

Emily rolled her eyes. "You are an evil man, Carter Baizen and just for that I'm not going to offer you any appetizers." She turned to Serena. "I have to finish up a few things in the kitchen. Would you like to join me?"

"Sure," Serena agreed, trying to ignore the panic that was rising in her chest. She felt Carter squeeze her hand encouragingly and offered him a quick smile before following Emily into the kitchen.

"Do you want a beer or something?" Matt offered. He gestured for Carter to sit down on the couch and he settled into the armchair beside it. "I don't think we have any scotch, but Em bought wine to go with dinner."

"I'm fine for now, thanks," Carter said. He glanced toward the kitchen, wondering if Serena was all right. She had been tense during the ride over, even though she had tried to hide it by asking questions about how the interview with the potential chef had gone. It meant a lot to him that she was making the effort to get to know his friends, but he didn't want her to feel out of place.

Matt reached for his beer and followed Carter's gaze to the kitchen door. "Relax, she'll be okay. Emily's not going to bite her," he said.

"I know that," Carter said. He turned back to his friend. "Serena still feels bad about what happened with Blair and she was a little apprehensive about coming here. You could be a little nicer to her, man."

Matt's eyes widened. "I'm hurt, Carter. Hurt," he deadpanned. "I was very nice to Serena when she got here. I invited her in, asked how it was going. You, on the other hand, tried to get my girlfriend riled up about her job. Do you know how scary she gets when the market goes nuts?"

Carter laughed. He knew all about the tirades Emily was prone to after a bad day on Wall Street. "It was a joke and that's my point. I know Em as well as I know you. I need you to try and get to know Serena as more than the girl who broke my heart before I met you," he said.

Matt took a long sip of his beer. "I like that you're finally admitting that she did break your heart which is why I'm concerned about you being involved with her again." He held up his hand when Carter started to protest. "However, if she's the girl you want, I will support you and treat her with the same love and respect I give to you." He toasted Carter with the beer.

Carter rolled his eyes. "I'm glad I can count on you," he muttered dryly. "Why are we friends again?"

"Good question. It probably has something to do with the fact that you wish you were as cool and good-looking as I am," Matt said with a grin.

"Maybe I'll take that drink after all."

* * *

Serena stood in the kitchen feeling useless as she watched Emily sprinkle cheese on the garlic bread before popping it into the oven with the lasagna. Emily turned her attention back to the salad she was preparing and began to slice a tomato. She was cheerfully talking about the gorgeous weather they'd been having and how she liked to take advantage of it by walking home to ease some of the Wall Street tension away to avoid biting Matt's head of when she walked in the door.

"I find it's healthier for our relationship if I don't kill him," Emily said. She tossed the tomato slices in the salad and smiled at Serena. "What about you? Does your job make you crazy?"

"Sometimes," Serena admitted. She felt completely out of place and wished once again that she could undo her awkward first encounter with Emily. Even though she hadn't mentioned it, Serena figured it had to be on her mind. How could it not be after the way Blair had accosted her? She realized Emily was probably waiting for her to elaborate on her answer and not just stand there like an inarticulate idiot.

To calm her nerves, she sat down at the table and folded her hands to keep from fidgeting. She loved talking about her job. Serena reminded herself that there was no reason for this to be so difficult. "Some of the editors I do work for are very demanding and they like to dictate the shots they want me to take. I don't like when the pictures feel forced."

Emily nodded. "That makes sense. It must be so cool to get paid to take pictures. I wish I had better skills. I'm one of those people who always managed to get my thumb in the picture before the days of digital cameras." She poured two large glasses of wine and handed one to Serena before sitting down across from her. "You look like you could use this," she said gently.

Serena smiled gratefully and took a healthy sip before addressing the elephant in the room. "I'm sorry. You must think I'm some kind of crazy person after the way I acted the day we met. I wish I could give you a reasonable explanation but there isn't one."

"I don't think you're crazy and there's no reason to apologize. My poor shoes took the worst of it," Emily teased. She took a sip of her wine and felt bad when she saw Serena wince. "As a woman, I understand where you were coming from. It was a misunderstanding."

Serena shook her head, not wanting Emily to let her off the hook so easily. "You're being way too nice. Blair was out of line and I just stood there and let her go off on you."

"It's okay," Emily assured her. Her tone became serious and she met Serena's eyes across the table. "Look, Serena, I know you and Carter have a lot of history between you and your past is none of my business. But I've gotten to know Carter pretty well over the years and I've never seen him this happy before. He's crazy about you and that's good enough for me."

Serena smiled, genuinely touched that Carter's friend thought she made him so happy. "Thank you for being so nice about all this. I'd really like a chance to get to know you and Matt."

"Well, you've got it." Emily rose from her chair and went to the refrigerator to grab the vegetable and cheese platter. She carried it to the table and set it down along with a plate of crackers. "You get first dibs on the appetizers since Carter needs to be punished for reminding me about work."

Serena laughed and reached for a cheddar cheese cube. "How did you find the time to make all this?" she asked. "I'd probably find a way to ruin the salad if I attempted to put a meal together."

"Well the grocery store was kind enough to supply the cheese and veggie platters and Matt made the lasagna. I just swoop in at the end and put the bread and salad together," Emily replied. She tapped her wineglass against Serena's. "But I'm happy to take the credit."

* * *

"Are you serious? You have to be kidding!" Emily cried, desperately trying not to choke on the wine she had just swallowed as laughter consumed her.

Serena nodded, too caught up in her own laughter to speak. Tears started to well up in her eyes as she fought to get herself under control before she lost the ability to breathe. Somehow the dinner conversation had led to the story of cotillion and Carter had just filled them in on how he had "fixed" Serena's future goals. She had never told the story to anyone before since all of her close friends had witnessed it and Matt and Emily's incredulous reactions were cracking her up.

"Yes, in front of all of New York society including my mother and grandmother she announced my goal was to bed as many rich men as possible." Serena smiled at Carter. "The silence in the room was deafening."

"Carter! I can't believe you wrote that!" Emily cried. Her body shook with laughter and she didn't protest when Matt took the wineglass from her hand and set it down before she could spill it.

Carter smiled at Emily across the table and threaded his fingers through Serena's. "She was upset and I wanted to make her feel better. It was pretty funny," he added proudly.

"My mother didn't see the humor," Serena said. She winked at Carter. "CeCe forgave you though. I'm pretty sure my grandmother loves you more than me."

"What can I say? I'm very charming," Carter replied with a smirk. He was relieved to see Serena had relaxed and she seemed to be enjoying herself. He wasn't sure what had transpired earlier between Serena and Emily, but by the time they had sat down to dinner, the two women seemed like lifelong friends.

Matt rolled his eyes. "Careful Carter, if your head swells too much, you won't be able to fit through the door," he teased. "Although, that story is pretty funny." He turned to Serena. "I must admit, I always thought Carter was making up half the stories he told me about life in the UES. Are you sure he didn't bribe you into confirming them so he can save face?"

"Your trust means the world to me, man," Carter quipped. He toasted Matt with his wineglass.

Serena laughed. "Sadly, every crazy thing you've heard is probably true and I'm sure Gossip Girl has the photos in her archives to back it up."

Emily leaned across Matt to retrieve her wine. "I don't know how you guys put up with that stuff. I confess that I might browse the site from time to time." She elbowed Matt in the ribs when he scoffed at her and continued. "But knowing that she's more or less stalking your every move is hard to imagine."

"It is annoying, especially since we're not in high school anymore," Serena agreed. She took a sip of her wine. "But I try not to let her bother me." She squeezed Carter's hand and smiled at him. "I have much more important things to focus on."

Carter returned the smile and as they got lost in each other, Emily elbowed Matt again for a different reason. He nodded in agreement, conceding that maybe she had been right about Serena after all. He just hoped his best friend could hold onto the happiness that he deserved.

* * *

"I want to hear you say it," Carter said. He pressed his lips against the curve of her neck and felt her pulse jump.

Serena sighed dramatically and shifted quickly, laughing when bubbles crashed over the edge of the tub and onto the marble floor. Her blue eyes were dancing when they met Carter's. "You were right, Carter. Tonight was a lot of fun. Happy?"

"Completely," Carter replied, fisting a hand in her wet hair and pulling her into a kiss.

Her lips curved into a smile beneath his. The evening had gone better than she could have imagined and ending it with a bubble bath in his suite was like icing on a cake. She wrapped her arms around his neck and settled herself more comfortably against him.

"We should do this more often," Serena said. She smiled at him and brushed her hand over his hair. "You look so cute with bubbles in your hair." She pressed a kiss to his jaw.

Carter laughed and skimmed his hand over her thigh. "We need to try to avoid flooding the suite like we did in Monaco. I'd prefer not to get thrown out of the Plaza," he teased.

Serena laughed, remembering the irate hotel manager who had ordered them to leave after they had gotten "distracted" and let the water overflow in the Jacuzzi. Carter had tried to reason with him, but they had been a little too drunk on champagne and each other and he had ended up ordering security to escort them out in their bathrobes. They had laughed about it and somehow wound up spending the night on the beach.

"We were such trouble back then," Serena said. She rested her cheek against his. "I had more fun with you than I did with anyone else. Don't tell Blair I said that," she added.

"It will be our secret," Carter promised. He wrapped his arms tightly around her and held her as close as their slippery skin would allow. "Back then I never realized what I was missing until you started to seek me out. My infamous playboy lifestyle that Chuck and Nate and everyone else tried to emulate was lacking until you came into my life and livened things up, Serena."

The seriousness of his tone stirred something inside of her. She stared into his blue eyes and felt the overwhelming need to tell him how much she loved him. "Carter." Her lips quivered and a wave of doubt crept into her head. What if it was too soon? She didn't want him to think she was just getting swept up in everything. She wanted him to know that she meant it when she finally said the words she had been holding onto for so long.

Carter saw the uncertainty in her eyes and pressed a reassuring kiss to her temple. "What's wrong, beautiful?"

"Nothing," Serena replied honestly. She smiled at him. "You make me really happy, Carter. I want you to know that."

He smiled. "You make me really happy too, Serena." He covered her mouth with his and her heart skipped a beat as she let herself get lost in him.


	17. Chapter 17

**Author's Note: I want to thank everyone for reading and reviewing. I try to respond to all the signed reviews, but I think I might have missed a few with the last chapter, so I apologize and thank you for leaving feedback. It's always appreciated. This chapter took a little bit longer to write than I would have liked and I have to give an extra, extra special thanks to my pal Katy for helping me along the way. If you're not already, you should totally read her stuff. Her author name is Katertots. :)**

_Don't ever feel  
That you're alone  
I'll never let you down  
I'll never leave you dry_

Serena sat on the couch in Carter's suite studying two side-by-side photos on her laptop. Both shots showcased the newly completed lounge area of Kalliste. The average person probably wouldn't be able to tell the difference between the two photos, but Serena saw the subtle changes in the angles and the way the light reflected in certain places. She needed to choose one picture to finish the spread for New York Magazine. It was the third installment in the series and it was the first one to show Kalliste's finished interior. She wanted it to be perfect.

Carter came out of the bedroom, his cell phone pressed to his ear. He had to step around Serena's camera equipment and bags that littered the floor as he listened to a message from his assistant going over his schedule for the day. Serena had grown up a lot over the years, but one thing that had not changed was her tendency to leave a hurricane in her wake. She had been staying with him for almost two weeks and more of her stuff seemed to show up in the suite each day. But he wasn't complaining. Even though he had always considered himself a solitary guy, it was great having her around.

He ended the call, slipped the phone into his pocket and crossed the room to her. Carter leaned over the couch and pressed a kiss to her cheek, startling her.

"I didn't even hear the shower turn off," Serena said. She had been too absorbed in trying to decide between the two pictures. She tilted her head up for another kiss.

Carter smiled and covered her mouth with his. "You were staring at the same pictures when I left you," he said when the kiss ended. He walked around the couch to sit down beside her.

"I know," Serena said. She chewed on her bottom lip. She needed to make a decision if she wanted to get the pictures to the editor on time. She turned the computer toward Carter. "Which one do you like better?"

"Serena, I told you before, they're both great." Carter took the computer from her hands, set it on the table and pulled her close to him. His lips trailed over her neck. "You're putting too much thought into this." He cupped the back of her head in his hand and drew her mouth back to hers.

She closed her eyes and let herself sink into the kiss. She knew he was right and she was over-thinking everything, but this was important. "Carter, I want this to be perfect for you," she said when the kiss broke.

Carter smiled, touched by her passion. "It will be because every picture you've taken so far has turned out amazing." He caressed her cheek, letting his hand rest of her face. "Left or right?" he asked. "Don't think, just answer."

"Right," Serena replied. She glanced at the computer. The picture on the right did stand out more than its counterpart. She leaned over to the keyboard and saved the picture with the rest and quickly typed out an email to the editor. She hit send before she could change her mind again and snuggled against Carter. "Thank you."

He smiled. "Now that you have that settled, where were we?" Carter pulled her into another kiss, just as there was a loud knock at the door. "Figures," he muttered. He kissed the tip of her nose and went to open the door. He found Blair standing in the hallway, frowning. "Waldorf," he greeted.

"Bass," she reminded him, sailing past him into the room. Blair placed her hands on her hips and glared at Serena. "Do you remember how to answer your phone?"

Serena recognized the tone and knew she was in trouble. She glanced around for her cell phone, trying to recall where (and when) she had last seen it. There was a good chance it was in the bedroom with a dead battery. She offered Blair an apologetic smile and hoped for the best. "Is everything all right?"

"No," Blair replied coolly, her eyes narrowing. "My best friend has fallen off the face of the earth." She turned to glare at Carter. "This is your fault."

"Guilty," Carter admitted. He winked at Serena, who was trying not to laugh. "I have to get to a meeting, but you're welcome to stay here and continue your lecture. See you later, beautiful. She-Bass," he added, slipping out the door.

Blair rolled her eyes at his back and turned her attention back to Serena. She was grinning from ear to ear. "You need to wipe that lovesick smile off your face. It's unbecoming," she said sternly.

"I can't help it, I'm really happy," Serena replied. She patted the couch beside her. "Come sit down and tell me what's on your mind."

Blair sighed dramatically and dropped down beside her. "You've been spending all your time hiding away with Carter and I miss you." She gave Serena her best pout. "We need to come up with a plan to force Carter and Chuck to get along so we can spend more time together."

Serena's smile faded. She was still unhappy with Chuck for the way he had behaved last time they were all together. She had been too busy basking in her time with Carter to give her brother a piece of her mind, but it was definitely on her to-do list. "Have you talked to your husband about being civil?"

"Of course," Blair said. She had begged and pleaded with Chuck to try and be nice to Carter, especially now that Serena was practically living with him. He had agreed to pacify her, but she wasn't sure he would hold up his end of the deal without extra pressure. "You know how Chuck gets. I think the four of us need to have dinner and try and resolve things. I want you and Carter to come to our place tonight."

Serena raised an eyebrow. "Do you really think that's wise, Blair?" The memory of their last dinner was still fresh in her head and they had been surrounded by a ballroom of witnesses. She wasn't sure an intimate gathering was a good idea.

"We can make this work. You might as well say yes because you know I'm not going to relent until you agree," Blair said.

"Okay," Serena agreed reluctantly. She knew Blair was right. It would be better for all of them if Carter and Chuck attempted to put their differences aside. "But I don't know if Carter will agree."

"I'm sure you'll find a way to convince him." Blair grinned wickedly.

Serena just shook her head. "I'll talk to Carter when he gets back."

* * *

While Serena and Blair chatted, a few blocks away, Carter strolled into Chuck's office at Bass Industries unannounced, ignoring the protests from his secretary. Chuck sat behind his desk, in the middle of a long distance call and greeted Carter with a steely glare. Unfazed, Carter sat down across from him and waited for Chuck to give him his full attention.

"Keep me updated on the meeting," Chuck said. He hung up the phone and dismissed his secretary with a nod, motioning for her to close the door on her way out. "What do you want, Baizen? We don't have an appointment."

"No, but we need to get a few things straight," Carter replied. He'd never been one to back down from a challenge and Chuck brought the fighter out in him like no one else. But they were on the same side now, both professionally speaking and personally. Chuck was Serena's brother and Blair's husband and there was no getting around the fact that Serena and Blair were going to want to spend time together which meant they were going to have to spend time together and it wouldn't be good for anyone if they kept sniping at each other.

Chuck barely resisted the urge to scowl at Carter. He had a lot of nerve coming to his office and demanding anything from him. He had promised Blair (under great duress) that he would tolerate Carter for Serena's sake. But staring at his smug face was already making him regret his vow. "Please enlighten me on these things we need to get straight." His voice was dripping with sarcasm.

"When I came back to the city, you asked me if I intended to get involved with Serena and I told you I wasn't going to," Carter started.

"I already know you're a liar, Baizen. I don't need you taking up my valuable time to remind me," Chuck interrupted snidely.

Carter fought to hold onto his temper. He wasn't going to let Chuck goad him. "At the time, I meant every word, but things have obviously changed." He met Chuck's cool gaze. "I care about Serena and I want her to be happy. If that means I need to get along with you, I'm willing to do it."

Chuck was impressed Carter managed to get the words out without choking on them, but his expression remained cold. "What makes you think I'm interested? I don't like you," he reminded him.

"I don't like you either," Carter shot back. He bit the inside of his cheek to cool his temper. They were both too old for childish retorts. "But you're Serena's brother and for some reason she loves you and likes being around you and your wife. I don't think you have many redeeming qualities, Chuck, but I know you want what's best for Blair and Serena." He waited for Chuck's response.

Chuck struggled with his own desire to lash out. As much as he would relish the satisfaction of destroying Carter, he knew that Serena loved him for some inexplicable reason and he seemed to make her happy. Blair would never forgive him if he did anything to sabotage things and the truth was he loved his sister more than he hated Carter. But he was not about to let Carter in on that fact.

"I don't need you to tell me what's best for Blair and Serena." His eyes narrowed. "How do I know you're not going to disappear again?"

Carter rolled his eyes. "Give me a break, Bass. If you want to hate me, that's fine, but I'm not going to play the game. We don't have to be friends, but we're going to be spending a lot of time together for Serena and Blair's sake so there's no reason we have to be adversaries. Don't you think it's time we moved past all that?"

Again, Chuck found himself impressed with Carter's frankness and he knew he had a point. The game was starting to get stale, especially since they were partners in a successful business venture. But he was still Chuck Bass and he had too much pride to ever concede that Carter Baizen could be right about anything. He decided to try another tactic to get Carter out of his office.

"Are you in love with my sister?" He waited for Carter to point out that how he felt about Serena was none of his business and storm away in anger.

Instead, Carter blinked at him in surprise, the question startling him. He had expected more sarcasm and flippant remarks, but hearing Chuck ask him if he was in love blindsided him. He thought back to the day he had angrily told Serena he was in love with her in the same breath he told her he never wanted to see her again. He had meant every word at the time, but things were much different now.

"That's between Serena and me," he muttered, his gaze shifting away from Chuck's for the first time.

Chuck frowned. Carter's hesitation and confusion were taking all the fun out of his game. Worse than that, he felt the sudden need to ask Carter if he was okay and the thought nearly sickened him. He tried to steer the conversation back to the original topic. "Blair has decided to invite Serena and you over for dinner tonight. I'm opposed to the idea," he said with a sneer.

Carter's eyes met Chuck's again and he realized Chuck was trying to help him past the awkwardness of the moment in his own twisted way. He nodded and rose from his seat. "Well, if you're opposed to the idea, I think it sounds great. See you at dinner, Bass."

Chuck watched him leave. He had just done Carter Baizen a favor and he actually felt good about it like he had helped a friend instead of his lifelong enemy. Clearly, the world was coming to an end. He picked up the phone to call Blair. She was going to owe him big time for this.

* * *

Serena struggled to balance her shopping bags on her arm as she dug through her purse for Carter's room key. Once again, she had lost track of time taking pictures after her shopping expedition with Blair. She'd wanted to finish running her errands and stop by the penthouse to make sure everything was okay since Rufus and Lily were in California visiting Dan, but she still had to tell Carter she had agreed to dinner with Chuck and Blair and they needed to leave relatively soon if they were going to be on time. Of course, she was basing all of this on the assumption that Carter would agree to go.

She wouldn't blame him if he wasn't up for it, Serena reasoned, shifting the bags again to get a better grasp on her purse. She knew all the history between them wasn't just going to evaporate overnight and no matter what reassurances Blair had made, Serena knew Chuck was a loose cannon. She didn't want Carter to have to deal with his snide remarks and veiled threats. Maybe she should just call Blair and cancel and spend the evening alone with Carter.

The door opened, surprising her and Carter greeted her with an easy smile. He held a key in his hand. "Were you looking for this?"

"Yes," Serena admitted sheepishly. No wonder she couldn't find it in her purse. She took the key from him and leaned in for a kiss. "Hi."

"Hi," Carter replied, his smile widening, the way it always seemed to around her. He took the shopping bags from her arm. "Busy afternoon?" he teased. He set the bags down near the couch and tried not to think about how cluttered the room was getting.

Serena laughed. "I tend to get carried away when I'm shopping with Blair." She wrapped her arms around his neck and pulled him close to her for another kiss. She wasn't sure how it was possible for her to miss him so much when it had only been a few hours. "How was your day?"

"Productive," Carter replied. His hands slipped into her soft hair. "We've narrowed down the choices for head chef." It was one of the last staffing hurdles he needed to get over and the most important.

"That's great, Carter." Serena knew the decision had been weighing on his mind for awhile now. She still couldn't get over how fast everything was coming together with the restaurant. The grand opening was less than two months away.

"Matt and I are leaning toward one candidate, but I'm still waiting for Chuck to weigh in on the decision. Once that happens, we can move forward with creating the menu and getting everyone on the same page," Carter said. For once he wasn't too concerned about Chuck causing a problem. He knew the guy liked to mess with his head, but he wasn't going to do anything to sabotage their deal. Besides, after their meeting, Carter felt like he and Chuck had reached a new understanding, albeit a cautious one.

Serena chewed on her lip. This was the perfect opportunity to bring up dinner, but Carter seemed like he was in a good mood and she didn't want to ruin that. She could just text Blair and tell her they could reschedule. Her friend would have a fit, but she would understand.

"What's going through that beautiful head of yours?" Carter asked. His hand slid from her hair to her cheek. "Are you trying to figure out the best way to ask me to have dinner with Chuck and Blair?"

Her mouth dropped open in surprise. "How did you know about that?"

"Chuck mentioned it when I dropped by his office earlier," Carter replied. "He said he was against the idea, so naturally I was all for it." He dropped another kiss on her lips and then glanced at his watch. "We should get going."

"Not so fast, mister," Serena replied, trying to process his nonchalant attitude. It wasn't like Carter to be so blasé about Chuck. She tightened her grip to hold him in place and watched him with suspicion in her blue eyes. "What were you doing at Chuck's office? You didn't mention having a meeting today."

Carter tried not to laugh at how adorable she was when she was being suspicious. "I wanted to talk to Chuck about trying to make things easier on you and Blair." He considered it. "Well, mainly you, but I know Blair is part of the package."

Serena felt her heart turn over in her chest at the sweetness of the gesture. Every time she thought it wasn't possible for her to fall more in love with this man, he managed to do something to surprise her. "Thank you for doing that for me. I know it isn't easy to get along with Chuck," she said.

"There isn't much I wouldn't do for you, beautiful," Carter replied softly. Chuck's question of love echoed in his mind and he pushed it aside. He knew he was going to have to deal with his feelings eventually, but for now he was just going to enjoy the moment.

Serena's own declaration of love was on the tip of her tongue once again. It would be so easy to say the words, but somehow the moment didn't seem right. Instead, she pulled Carter closer until his lips found hers. The kiss deepened, his tongue sweeping over hers and Serena felt the familiar heat starting to burn inside her. She slid her hands over his chest and began undoing the buttons on his shirt.

"Aren't we going to be late?" Carter muttered, his mouth leaving a trail of kisses over her throat as his hands gripped the hem of her dress. She raised her arms and he pulled the dress over her head, his eyes raking over her body.

"I don't care," Serena replied. She tugged on his open shirt, pulling him with her down to the floor.

* * *

Despite being almost an hour late and not bothering to come up with an excuse while Blair chided them for bad manners, dinner seemed to be going extremely well in Serena's opinion. Chuck wasn't exactly going out of his way to welcome Carter, but he was being civil and keeping his snide comments to a minimum (aside from the pointed remark he made about Carter's shirt being wrinkled which was met with a smirk).

Blair was on top of her game as hostess. She kept the conversation flowing and was careful to avoid possible landmines like business deals or anything that had happened to any of them in the past. Serena was only half-listening as she had steered the topic to the upcoming nuptials of Kelly Hawthorne and Brett Fowler, two people they all agreed were heinous and was telling the story of how mad Kelly was that Eleanor had refused to design her wedding dress.

"It's too bad they chose September for the wedding. If it was October, we could have scheduled the restaurant opening for that day," Chuck commented. "We'll have to come up with another reason we won't be attending."

Carter laughed. "Maybe if we work around the clock we could bump it up a month. It would be worth it to see the look on Fowler's face."

Serena and Blair exchanged a satisfied glance as the two men continued plotting ways to sabotage Brett. They were too wrapped up in their conversation to notice that they were actually on the same side and enjoying each other's company. Of course, they were both too stubborn to ever acknowledge how alike they really were.

"I think we should go," Blair said. "Just think of all the fun we would have mocking the happy couple. Back me up, Serena."

Before Serena could respond, her cell phone rang with Lily's ringtone. "Excuse me." She pulled the phone from her purse and walked away from the table. "Hi Mom," she answered.

"We're not going to the wedding," Chuck insisted. "I'd rather spend the day -" He was cut off by a loud gasp from Serena. Turning, he watched the color drain from his sister's face.

"Of course, I'll leave right now. Call me if you hear anything else before I get there," Serena said, panic rising in her voice.

Blair started to get up, but Carter was already out of his chair and by Serena's side. "What's wrong?" He put his arm around her and pulled her closer when he felt her tremble.

"It's CeCe. She had some sort of accident and she's being rushed to the hospital." Her voice shook with fear she couldn't suppress. Lily didn't have a lot of details and the thought of her grandmother being hurt and all alone was too much for her. She had to get there as fast as possible.

"Let's go," Blair said. She stood up and looked around for her purse. Chuck picked up his phone to tell his driver to be ready.

Serena shook her head. "I appreciate you guys wanting to help, but there's no point in all of us rushing off to the hospital." She turned to Carter, reached for his hand. "Will you come with me?" Her blue eyes were cloudy with tears and she tried to blink them away.

"Of course," Carter replied. He pressed his lips to her forehead; let them linger there for a moment. "CeCe is going to be fine. She wouldn't have it any other way," he assured her.

Serena nodded and gripped his hand tighter. Somehow, when he said it, she believed it. She turned back to Chuck and Blair. "I'll call as soon as I know something," she promised.

"My driver will take you," Chuck said. "He'll have the car out front by the time you get downstairs."

"Thank you," Serena said. She let Carter lead her to the door and prepared herself for the long drive upstate. She knew her grandmother was strong and she had survived a lot. She would make it through this too. Carter squeezed her hand and Serena felt herself relax a little. "I'm so glad you're here," she whispered.

Carter kissed the top of her head. "Everything is going to be fine," he said and once again, she believed him.


	18. Chapter 18

**Author's Note: Thanks for all the reviews and story alerts! I love hearing from you guys. I actually really enjoyed this chapter, so I hope you like it. Once again, I need to thank Katy for being my co-conspirator in life. She's beyond awesome.**

_Don't ever feel  
That you're alone  
I'll never let you down  
I'll never leave you dry  
Don't fall apart  
Don't let it go  
Carry the notion  
Carry the notion back to me_

Since it was a weekday, the drive from Manhattan to the Hamptons took just over an hour instead of the three to five hour expedition that summer weekend traffic tended to cause. But the lack of congestion on the Long Island Expressway didn't make the ride any less difficult. Carter could see that Serena was doing everything in her power to remain calm, but the fear was written all over her face. One of her hands was gripping his for dear life and the other was clutching her cell phone in case Lily called with news.

Serena hadn't said much since they had left the Empire and Carter didn't try to force conversation on her. He knew how much CeCe meant to her and there was nothing he could say that was going to distract her from her nerves. The truth was he felt apprehensive too. CeCe had always been good to him and she was one of the few people who had never looked down on him or held his mistakes against him.

He recalled the time she compared him to a phoenix rising from the ashes. The description had amused him, but he had also been more than a little flattered that someone of CeCe's stature wasn't just writing him off as a failure like most of the other society matrons had done at the time. Of course the fact that she'd wanted to match him up with her beautiful granddaughter had also been a plus in Carter's eyes. Serena had been less than thrilled with her antics at the time, but things had worked out in CeCe's favor eventually, he thought, his gaze shifting to where Serena sat beside him.

Things were really good between them and he imagined CeCe was going to be pleased to see that when they got to the hospital. Carter wasn't quite ready to veer from the cautious path just yet, but it had touched him when Serena had asked him to accompany her to the Hamptons instead of Chuck and Blair. Her willingness to let him into all aspects of her life was a big change from the last time they had been together.

The phone in Serena's hand began to vibrate, causing her blue eyes to dart nervously in his direction. Carter squeezed her hand reassuringly and she held his gaze for a few more seconds before cautiously bringing the phone to her ear with a shaking hand.

"Hi Mom," Serena answered, doing her best to keep the panic out of her voice. "What did you find out?" Because of the strict privacy laws, Lily had been having a hard time getting any information over the phone. All they really knew was that CeCe had suffered some sort of accident while horseback riding and someone from the country club had called an ambulance to take her to the hospital.

"I have good news," Lily said, her upbeat tone instantly soothing some of Serena's fears. "The doctors examined your grandmother and she doesn't have a concussion or any broken bones, only a sprained ankle from the fall."

"Thank God," Serena breathed, relief washing over her. Despite Carter's efforts to reassure her, she had been imagining the worse. She quickly turned to Carter and filled him in.

Carter smiled and brought her hand to his lips. "I told you everything would be okay," he reminded her.

"You did," Serena agreed. She promised Lily she would call her as soon as they arrived at the hospital and ended the call, dropping her head onto Carter's shoulder. "Thank you for being so amazing," she said.

He laughed softly and pressed his lips to her forehead. "You're welcome. CeCe means a lot to me too."

The driver dropped them off at the hospital a few minutes later. Since it was just after eleven, most of the hospital corridors were empty and Serena had no trouble finding a nurse to show them to CeCe's room. The door was open and CeCe was sitting up in her bed looking much more regal than anyone else ever could in a hospital gown. Her left ankle was wrapped and propped up and she smiled when she saw them.

"Well, this is a lovely surprise. Hello Serena, Carter," CeCe added, the approval evident in her tone.

"How are you feeling, Grandmother?" Serena hurried over to the bed and gave CeCe a hug, the rest of her fears evaporating now that she could see with her own eyes that her grandmother was okay.

"I'm fine aside from this nuisance." CeCe gestured to her ankle, a frown of disapproval replacing her smile. "I should have that horse put down for causing all this distress. The doctors are insisting on keeping me overnight even though I told them I have brunch plans for tomorrow."

Serena bit the inside of her cheek to keep from laughing at the pure outrage in CeCe's voice; a glance at Carter told her he was trying to do the same. "Grandmother, your health is important. The doctors just want to make sure that everything is all right due to your -" She stopped herself from saying the word, but the damage was done.

"My age?" CeCe finished, narrowing her eyes at Serena. "I survived cancer years ago, Serena and I'm perfectly fit, probably more so than people in your age group." She sent her a scathing look, daring her granddaughter to defy her.

"Serena's just concerned about you, CeCe," Carter pointed out, smoothly defusing the situation. He moved around Serena to stand closer to CeCe. "Personally, I wasn't worried for a moment. I knew you wouldn't let something like a silly horse bring you down." He winked at her.

CeCe laughed. "Oh Carter, you always were a charmer." She reached for his hand. "Tell me, dear, how are things coming along with that new restaurant of yours? Don't think I've forgotten that you promised me a table for the grand opening."

"Of course not," Carter replied. "It wouldn't be the same without you there. Things are coming along rather nicely."

Serena was more than a little impressed with how easily Carter had distracted CeCe from the perceived insult to her age. He had her full attention as he started talking about the search for a head chef and the final pieces that still needed to be set in place for the opening. It warmed her heart to see how much Carter cared about her grandmother, almost as much as it did to see how much he cared about her. He'd done everything right from the moment she had received that first phone call from Lily. How was it possible that she kept falling more and more in love with him?

"Serena, did you hear me?" CeCe asked, bringing Serena out of her thoughts.

"I'm sorry, Grandmother, did you need something?"Serena asked, her face growing hot when she realized CeCe and Carter were both staring at her. She wondered how long CeCe had been trying to get her attention.

"I said that you should call your mother and let her know everything is all right before she jumps on a plane and ruins their time with Daniel. Perhaps you can find me some herbal tea while you're at it," CeCe suggested.

"Sure," Serena agreed quickly, grateful her grandmother wasn't questioning where her head was. "I'll be back in a few minutes."

Carter watched her hurry out the door and turned his attention back to CeCe. She was watching him intently and he had a feeling he knew what was coming. "Do you really have a sudden tea craving or is there a reason you wanted Serena to leave?" The move seemed a bit too calculated in his naturally suspicious mind.

CeCe smiled coyly. "I always knew you were a smart man, Carter. I'm curious about your intentions with my granddaughter." She looked at him expectantly.

If it were anyone else, Carter would have shut the conversation down with a decisive "it's none of your business" response, but he felt like he owed CeCe more than that. "I care a great deal about Serena. I always have," he reminded her.

"I know that," CeCe replied impatiently. "Your feelings for my granddaughter are plain as day and while she's been cagey in the past, I see now how she feels about you too. Contrary to what I told Serena, I'm not getting any younger. I'd like to see the two of you get married before I die."

Carter nearly choked when his throat closed up. "Married?" He swallowed hard, the word sounding foreign on his lips. "CeCe, we haven't been together that long. Neither one of us is ready for marriage."

CeCe raised an eyebrow. "You haven't been together that long? I'm sorry, but that excuse is beneath you, Carter. Are you honestly going to stand there in the hospital room of a sick woman and tell her lies?" She shook her head. "I expected better of you."

He opened his mouth to protest and saw the hint of amusement in her eyes, instantly breathing a sigh of relief when he realized she was messing with him. "You never fail to amaze me, CeCe."

"I need to keep myself entertained somehow in this dreadful place," CeCe said. Her eyes became serious again when they met his. "But we both know there's more than a little truth in my words. None of us are getting any younger and there's no reason to deny what's right in front of you. Carter, I want you and Serena to be happy. Together," she added with emphasis.

"We are happy," Carter assured her. Before he could say anything else, Serena returned and he felt some of the pressure lift from his shoulders. He wasn't sure he was ready to have this conversation with CeCe, let alone have it with Serena. Things were good between them and there was no reason to make any declarations that could cause waves. There was nothing wrong with just being happy together in the moment.

*****

It was nearly one-thirty in the morning by the time Chuck's driver dropped them off at CeCe's Hamptons estate. Even though CeCe had insisted that she was fine and they were overreacting to a small injury, Serena had refused to leave the hospital until her grandmother had fallen asleep for the night. She knew Lily felt guilty for not being there and Serena wanted to make sure CeCe knew that she wasn't alone. She could protest all she wanted, but Serena knew no one liked being alone in a hospital room no matter how stubborn or independent her grandmother claimed to be.

Serena led Carter up the stairs to her bedroom and flipped on the light. She couldn't help thinking it was strange being in the house without CeCe there. She was used to the house being filled with people and it just seemed so quiet and empty. Serena tried to push the negative "what if" thoughts out of her head. She tossed her purse on the dresser and turned to Carter. He was watching her closely and she knew he was trying to figure out what was running through her head. Knowing him, he probably already knew.

"Do you want me to get some water or some food from the kitchen? We never did finish dinner," she said. It seemed like days had passed instead of hours since they had left Chuck and Blair's.

"You must be exhausted," Carter replied. He placed his hands on her shoulders to hold her steady and saw the fatigue in her blue eyes. "It's okay to relax now, Serena." He had watched her fussing over CeCe at the hospital and doing everything she could to keep the mood light. But he knew she was still scared even if she wasn't saying the words.

"I know she's all right, but I'm having a hard time letting go of that initial fear," Serena said. She chewed on her lip. Saying the words a loud felt wrong somehow like she wasn't grateful that everything was okay now. But she couldn't help thinking of all the time she had spent hiding in Europe away from her family and away from Carter. "I feel like I wasted so much time away from everyone. That probably doesn't even make sense. Just ignore my babbling." She pulled away from him and went to sit on the edge of the bed.

"It makes sense," Carter said softly. He couldn't help wondering how things might have been different if he had stayed in the city and fought for her when she'd pleaded with him not to go. But he wasn't sure he would ever completely regret his decision to leave and he had a feeling Serena didn't regret the choices she'd made either. He sat down beside her, cupped the back of her head in his hand and forced her to look at him. "Tell me what you're thinking, beautiful."

The sweet look of understanding in his eyes sent her heart tumbling as the tears she'd kept at bay all night welled up in the back of her eyes. "I ran away because I was a coward. I couldn't face what I had done to you, to us and I told myself I was doing it for the right reasons, but it was all a lie. I missed you so much, Carter." She swallowed the lump rising in her throat. "I'm so sorry."

"You don't have anything to be sorry about." Carter's other hand moved to her cheek, brushed away the tears that had fallen. It hurt him to see her in so much pain even though he knew it was fueled by her exhaustion. "We got past all that stuff, Serena. To quote a horrible cliché, 'everything happens for a reason.' You need to get some sleep." He pressed his lips against hers.

He meant for the kiss to be gentle, but her arms came around him, pulling him close, her lips yielding beneath his, slipping apart as he traced them with his tongue. She sighed softly, whispering his name and sending a shot of lust through him. Her mouth was hot on his and there was a frantic sense of urgency in her kiss. Her hands moved quickly down his chest, her fingertips tugging on his belt buckle.

"Are you sure about this?" Carter asked, trying to be a gentleman and exercise some self-control even as his hand slipped her dress strap down her shoulder.

"I need you," Serena replied simply. She shifted herself onto his lap and crushed her mouth to his, pouring her whirlwind of emotions into the kiss. He responded eagerly, his tongue sliding over hers. He felt her body tremble, snapping his control. "Do you want me?" she whispered breathlessly.

Carter's eyes met hers. "I always want you."

*****

Serena lay in Carter's arms listening to the steady beat of his heart. Quiet moments like this one reminded her how lucky she really was and as much as she wanted to savor it and drift off to sleep, her mind was still restless. She found herself thinking about the last time the two of them had been in the Hamptons and the fresh hope she had felt when she had crawled into bed (sadly, alone) that night.

"Carter, are you awake?"

"Mmm hmm."

His sleepy response made her laugh. She tilted her head up and watched him open his eyes. He was so adorable she almost felt bad for not letting him sleep, but since he was already awake, she pressed on. "I was just thinking about the last time we were here for CeCe's party. You have no idea how much I wanted that night to end this way."

"That may have crossed my mind as well," Carter admitted. He intertwined his fingers with hers. "It wasn't easy to walk away after our little trip down memory lane." He breathed in the smell of her hair. "Still watermelon," he teased.

Serena laughed. "I'm so glad CeCe invited you."

"Me too," Carter agreed. His fingers lazily toyed with her hair. "I was worried about you being here alone. It seemed like an easy way for the stalker to find you."

Serena's heart froze in her chest and the peace she'd started to find slipped away. She had gotten so caught up in the bliss of being with Carter again that she'd let herself forget all about the stalker and the huge lie that was still between them. Carter hadn't mentioned the stalker and she had foolishly hoped he would just forget about it (she apparently had).

"I didn't mean to upset you," Carter said, wrapping his arms tightly around her once again. "I won't let anything happen to you," he said.

The fact that he was mistaking her guilty silence for fear only made Serena feel worse. She couldn't bring herself to look at him and kept her eyes downcast as more lies fell from her lips. "I don't think we need to worry about that creep anymore. Nothing has happened since I got those pictures. He probably lost interest or something."

"If he knows what's good for him, he'll stay away," Carter muttered darkly. He ran his hand over her back. "My PI is still on the case. He'll find the guy eventually."

Serena nodded, but didn't reply. Carter using his resources to find a non-existent stalker added to her pile of guilt. She never should have gone along with the lie in the first place. But she had been so desperate and it had been the only solution at the time. Now they were together and everything was good and she knew she should just focus on that and hope the stalker nonsense just faded away. She couldn't help wondering if they would have gotten to this place again if Blair hadn't fed Carter the lie.

She shifted her position so she could look into Carter's eyes. He was watching her with concern and she tried to keep the guilt at bay. "Do you think we would have found our way back to each other if Blair didn't tell you that I had a stalker?" she asked.

Carter seemed surprised by the question and Serena held her breath, afraid of his answer. He held her gaze and she could see that he was taking a moment to consider it. She waited for him to confirm her fear – that he was only with her because he'd been worried about the stalker and he probably should have kept his distance. "Yes."

Serena had been so busy expecting the worst that his simple answer threw her for a loop. She blinked at him, wondering if she had heard him right. "Really?"

He laughed at her genuine surprise and pulled her close for a kiss. "You don't have to look so shocked, Serena. Something else would have brought us together eventually. You know you can't lose me for long."

A smile spread across her face, the familiar words had her heart doing back flips in her chest. Carter was smiling back at her, obviously amused by her lack of faith and she knew this was the moment she'd been waiting for.

"Carter, I love you," Serena said. She watched as his eyes widened with shock and pressed her fingertip to his lips before he could speak. She wanted to make sure he understood that she wasn't just caught up in the moment. "I don't need you to say anything. The truth is I've been in love with you for a long time. I think it started that day in Greece with the picnic on the beach."

"Serena," Carter said, his voice shaky with emotion. "I -"

She shook her head firmly, pressed her lips against his to keep him quiet. "I'm not done," she said softly. Her hand slid over his chest, rested against his heart. "You told me that you loved me once and I didn't deserve it." She bit her lip to keep the tears away. "I was so afraid to see what was right in front of me and I promise you I will never make that mistake again. I love you, Carter." She laid her head on his shoulder. The night was suddenly catching up with her.

Carter held her close, pressed a kiss to the top of her head as his own emotions began to swirl. He had waited so long to hear those words from her – to finally hear that she loved him was almost overwhelming. There were times he felt like his whole life had revolved around Serena van der Woodsen and his feelings for her and that had not always been a good thing. Most of the time it had been the exact opposite and being around her had led to nothing but heartache for him.

But this felt different. For the first time in as long as he could remember, he was happy. His life was on track and he finally had the girl who he wanted more than anything in his arms. To hell with caution, Carter thought. He'd never been one to follow the rules.

"I love you too, Serena." She didn't respond and he realized she was asleep. Chuckling to himself, he tried to decide if this was better or worse than the time he'd said the words to her in anger. It didn't matter. Carter closed his eyes and held her tighter. He would find the right way to tell her how much she meant to him.


	19. Chapter 19

**Author's Note: Right off the bat, I have to apologize for waiting so long to update. *hangs head in shame* I appreciate all the reviews and story alerts and I hope you all continue to read and enjoy this story. It is getting close to the end. A major thanks to Katy for reading along the way and for being an awesome person. **

_Don't ever feel  
That you're alone  
I'll never let you down_

Serena tried in vain to resist as her mind started to wake up from its much needed sleep state. She burrowed deeper against the soft pillow and willed herself to stay asleep. But her brain was already starting to replay the night's events. The tension of worrying about CeCe and rushing to the Hamptons slowly crept back into her body. She pushed it aside – CeCe was fine and everything was going to be okay now. Her mind shifted to Carter and she recalled finally telling him that she loved him. It had felt so good to say those words a loud and let him know how important he was to her. With a soft sigh of content, Serena shifted to move closer to him and realized his side of the bed was empty.

She opened her eyes and sat up quickly, ignoring the protests of her tired muscles. She could see the sun trying to peak in around the closed blinds. Her clothes were still scattered around the bed where Carter had hastily removed them, but his were gone. A bubble of panic rose in her throat – what if he had decided to leave because he wanted nothing to do with her? What if telling him she loved him had been a mistake? What if it had been too soon and she had ruined everything? What if Carter was taking a page out of her book and leaving because things were getting too serious? What if –

Before Serena could delve into complete hysteria, she saw a note with her name on it resting on Carter's pillow. She ordered herself to calm down and unfolded the paper.

"_Morning, beautiful. I didn't want to wake you. I'm going to pick up CeCe from the hospital. Back soon. Carter."_

Relieved, Serena fell back against her pillows, the note still in her hand. Carter had gone to pick up CeCe. He had not run away because her declaration of love disgusted him. Laughing at her own craziness, she took a deep breath and waited for her heart to start beating at a normal pace. Once her vitals had calmed down, she stretched her arms over her head and glanced at the clock on the nightstand. The red numbers told her it was 12:10.

"Wow," Serena muttered. It was no wonder Carter had already left to get CeCe, the morning was already over. She shoved the covers aside and made her way into the adjoining bathroom. It had been late when she'd drifted off, but she still couldn't believe she'd managed to sleep for so long. She turned on the shower and went to the sink to brush her teeth while the water heated up.

Serena stepped into the shower a few minutes later and let the hot water wash over her. Now that she was fully awake and rational, she allowed her mind drift back to Carter and the look on his face when she'd said the words she'd held in for so long. He'd been emotional but she had stopped him from saying anything in return. It's not that she hadn't wanted to hear the words back, assuming he felt that way about her, of course. She wanted Carter to love her, part of her (the secure part) was confident that he did. But she didn't want him to be forced into responding or feel pressured to say the words because she had.

Her mind suddenly recalled a hazy moment of Carter telling her that he loved her. His voice sounded far away; she wasn't remembering that day in his hotel room. Biting her lip, she tried to clear her focus. It wasn't a memory exactly, Serena thought. She tried to push her mind further, but there was nothing else she could remember aside from the faint words. Maybe she had dreamt of him saying the words and that was why it was foggy.

It doesn't matter, Serena decided. She turned off the shower and wrapped a fluffy towel around her body. Carter would tell her how he felt when he was ready and she wasn't going to play the "what if" game. She had already had her fill of that for the morning. They had reached a good point in their relationship and she was going to enjoy it and not overanalyze every little detail.

She wandered back into the bedroom and was glad to find a sundress hanging in the closet so she didn't have to put on the clothes she'd been wearing the day before. Her careless treatment of her belongings came in handy at times like this. She found a makeup bag in the dresser drawer and applied lip gloss and mascara before going back into the bathroom to blow dry her hair.

Satisfied with her appearance, Serena started down the stairs to see if there was any food in the kitchen just as the front door opened. Her eyes widened when CeCe came through the door in a motorized wheel chair. A renewed sense of panic rose in her chest and Serena hurried down the stairs to her side as Carter closed the door behind them.

"Grandmother! Did something else happen?" Serena cried, nervously reaching for CeCe's hand. She glanced at Carter and he offered her a reassuring smile, instantly calming her frayed nerves.

"Of course not," CeCe said. Her mouth was set in a thin line when she lifted her head to Serena. "The doctors wanted me to use _crutches_." She spit out the word like it had morally offended her. "As if I was going to hobble around my own home balancing on a stick." She wrinkled her nose in disgust.

Serena glanced at Carter again and saw him fighting the urge to laugh. Clearly, this wasn't the first time he was hearing this speech. Swallowing her own bubble of laughter, Serena met her grandmother's eyes. "All that matters is that you're all right," she said evenly.

"I'm not going to be all right until I get my life back in order," CeCe snapped. "I had to cancel my brunch and rearrange my dinner plans. This whole thing is terribly inconvenient. I still think that horse should be the one to suffer," she grumbled.

"At least you're free from that horrible hospital," Carter pointed out. He moved to stand beside Serena so he was facing CeCe. "I think you should relax. I have no doubt the house will be filled with well-wishers once everyone hears you've been released. You'll want to be refreshed to deal with all that small talk."

"True," CeCe said with a sigh. "I suppose it's a good thing my bedroom is on the first floor."

"Do you want me to help you?" Serena asked, regretting the words instantly when CeCe leveled her with a look that could only be described as a "death glare."

"Serena, do I strike you as some sort of invalid?" Her tone was biting and Serena felt like she had been slapped. "I am perfectly capable of getting myself to my room," CeCe finished coolly.

"I know, Grandmother." Serena wondered how she had managed to say the wrong thing again. Apparently, she was not cut out for being helpful in stressful situations. "I thought you might like the company," she finished lamely.

CeCe shook her head. "That won't be necessary, Serena. We'll talk later." She turned her attention to Carter, offering him a beaming smile. "Carter dear, thank you for springing me from that ridiculous hospital."

"It was my pleasure," Carter said. He bent down and pressed a kiss to CeCe's cheek. "I'm only a phone call away if you need anything."

CeCe's smile deepened. "Thank you." Her gaze landed on her granddaughter. "Hold onto this one, Serena. He's one of the few young men who know what it means to be a gentleman." With that she pushed the button on her chair and set off for her room.

Serena listened for the sound of her door closing before turning to Carter and wrapping her arms around his neck. "It's official. She definitely likes you better than me."

Carter laughed and pulled her close for a hug. "She just doesn't want to be coddled, but I'm sure she appreciates your effort despite what she says." He ran a comforting hand down her back.

"What she says?" Serena pulled back slightly so she could look at him. "Did you see the way she looked at me? I'm glad you were here to stop her from killing me."

"I would never allow that," Carter assured her. He pressed his lips against hers. "I'd miss you too much."

Serena smiled as the familiar warmth heated her cheeks. "I can't thank you enough for doing this. I'm not sure I would have gotten through last night without you and that was so sweet of you to let me sleep."

"There's nothing I wouldn't do for you," Carter reminded her. He kissed her again, slowly deepening the kiss and pulling her closer until her body was completely pressed against his. Her lips parted and his tongue swept into her mouth to taste her.

Serena melted against him, her fingers sliding into his hair to drag him even closer. His mouth was hungry and demanding against hers and it felt incredible. She poured herself into responding, desperate to show him the effect he had on her.

Carter broke the kiss, panting for breath. "This isn't the place to get carried away," he pointed out.

Serena nodded, struggling to get her breathing under control. "You're right," she agreed reluctantly. She was tempted to suggest they head back upstairs, but that probably wasn't the best idea considering CeCe's fragile mood.

Carter glanced toward the stairs, coming to the same conclusion as Serena. "Actually, I need to get back to the city. There's something I need to take care of."

Before she could be disappointed that he wanted to leave, Serena noticed a familiar look in his eye. "I know that look. You're up to something," she teased.

Carter smirked. She knew him far too well. "Maybe." He pulled her close again and nibbled along her earlobe. "Trust me?"

"Always," Serena replied honestly. She hugged him tightly, not quite ready to let go yet.

Carter kissed her again, softly this time. He wasn't ready to let go either. "I'll make sure Chuck sends the driver back for you tomorrow."

Serena shook her head. "That's not necessary. I can take the Jitney." She didn't want to put Chuck out any more than she already had.

"I'm sure Chuck won't mind," Carter said firmly, making it clear this was non-negotiable. "I'll call you later."

"Okay," Serena agreed, knowing it wasn't worth arguing about. She couldn't resist kissing him one last time. "I'll see you tomorrow."

"Until then, beautiful," Carter replied with a wink.

Smiling, Serena headed to check on CeCe. She knocked lightly on the door before poking her head in. She wasn't surprised to see CeCe sitting in her chair reading a book instead of sleeping. "Carter just left and I wanted to see how you're doing." She held her breath, hoping her words wouldn't lead to another incident, especially since Carter was no longer there to fix it.

"I'm fine, dear." CeCe motioned for her to come in and offered her a smile. "You really don't need to fret, Serena. I'm much tougher than I look."

"I know," Serena said. She sat down on the edge of the bed. "I'm allowed to worry though. It's a granddaughter's right."

CeCe laughed. "Of course, dear, but I'm sure you have better things to focus on. Carter, for instance and how happy the two of you are," she suggested.

Serena recognized the less-than-subtle prying tactic, but she was much too in love to miss an opportunity to gush about Carter. "We are happy. Things have been really great between us and I know you knew it all along," she added before her grandmother could chime in with her familiar "I told you so."

"Carter has done well for himself," CeCe commented. "I'm looking forward to his restaurant opening and I plan to be out of this horrid chair by then."

"You will be," Serena assured her, careful not to say too much about the injury and upset CeCe's delicate mood. "Carter went back to the city on some kind of mystery errand. I'm not sure if it's related to the restaurant or not." She saw a flash of something pass over her grandmother's face and narrowed her eyes. "Do you know what Carter is up to?"

CeCe smiled. "As I said, Serena, he's one of the few good ones."

"I know," Serena replied. But she was more curious than ever as to what he was up to now that she knew he had confided in CeCe.

Chuck opened the door, his familiar scowl forming when his eyes landed on Carter. "It wasn't necessary for you to return the driver personally." He glanced at Carter's wrinkled clothes disapprovingly. "You really should clean yourself up before being seen in public. For Serena's sake, if not your own," he added.

Carter rolled his eyes, but he was smiling. He was in too good of a mood to let Chuck's weak insults bring him down. "Did you get it all out of your system? I have things to take care of."

"I'll let you know if I have additional insults," Chuck promised. He could see that Carter was pleased about something. If they were friends, he would ask what he was so happy about. But this was Carter and Chuck didn't care what made him happy. "What do you want?" he asked, his tone reflecting his boredom.

Carter nearly laughed. Chuck was so transparent. He considered messing with his head a little, but he didn't have time for their usual games. "I need to talk to your wife, and thanks Chuck, I'd love to come in." Carter patted Chuck on the back as he moved past him. (He had time for a_ little_ fun). "Is Blair here?"

Chuck's eyes narrowed. Now his curiosity was officially peaked and the familiar alarm was going off in his head reminding him he didn't trust Carter at all. "What are you up to, Baizen?"

"Relax, Bass, nothing devious." Carter wanted to laugh at Chuck's natural suspicions. Some things would never change and he would always be able to get under his skin. But he really didn't have time to play. "I need Blair's help with something. Is she here?" Carter asked again.

"I'm here," Blair said, walking into the room and instantly linking her arm through Chuck's. She'd been eavesdropping from the bedroom, trying to give them a chance to attempt to get along and decided it was time to intervene before things could turn ugly. She knew her husband was trying, but his distrust of Carter was not going to disappear overnight. "How's CeCe?"

"Better now that she's out of the hospital. Serena is going to stay another day with her."

"Did she ask you to leave?" Chuck asked with a sneer. "Or are you too good to help her take care of her injured grandmother?"

Blair gave his arm a warning squeeze. "What can I do for you, Carter?"

"I need you to go the Hamptons to pick up Serena and keep her busy most of the day," Carter said.

"Why? Are you planning something scandalous that you don't want her to know about?" Chuck asked.

"I have a surprise for her," Carter replied simply, ignoring Chuck's suspicious tone. He focused on Blair. "Will you help me?"

"Of course," Blair replied. She flashed Carter her best smile. "What are you planning?" she asked.

Carter laughed at her transparency. "Sorry Blair. I'm sure Serena will be happy to tell you all about it later."

Blair pouted. "Fine. What do you want me to tell her?"

"Anything you want. Just make sure she's at Kalliste at seven."

Serena was anxious to get back to the city the next morning. Carter had been vague when she'd tried to get a hint about what he was up to over the phone. He reminded her that she would find out soon enough and that was all she needed to know. She smiled at Chuck's driver and slid into the backseat of the limo surprised to see Blair.

"B, what are you doing here?" Serena asked.

"I felt like going for a drive and spending some alone time with my best friend," Blair replied. "How's CeCe doing?"

"Much better," Serena said. "I left just as her physical therapist arrived, but I'm sure she'll be fully healed in no time." She narrowed her eyes at Blair. "Why are you really here?"

Blair feigned innocence. "Is it really so hard to believe that I wanted to spend time with you? I thought maybe we could go to the spa and then do some shopping," she said. She worked her pretty face into her famous pout. "Unless you have better things to do."

Serena rolled her eyes. She knew every one of Blair's guilt trips and she had stopped falling for them around the time they turned ten. "Come on, B. Carter left yesterday for some mysterious reason and now you show up and want to have a girls' day. Do you really expect me to believe the two aren't connected?"

Blair huffed, prepared to give Serena her best "I'm offended" speech and then rolled her eyes, deciding it wasn't worth it. "Fine," she confirmed. "Carter asked me to pick you up and keep you busy all day. He wants you to meet him at the restaurant at seven. Happy?" She folded her arms across her chest and glared at Serena.

Serena laughed. She knew Blair wasn't really angry. "I knew he was up to something. Did he give you any hint?"

"Not one!" Blair cried. This time her pout was genuine. "Carter expects my help and he refused to tell me what he was doing. You're lucky I love you, S, or I would have told him where he could go."

"You don't mean that," Serena said.

Blair sighed. "No." She made a face. "I have to admit that Carter has turned out to be pretty great and he's crazy about you. Even Chuck can see that, although he would lie down in traffic before he ever said the words a loud."

"I told Carter that I loved him last night," Serena said.

Blair's jaw dropped and she blinked at Serena a few times before finding her voice. "What?! S, that is the kind of thing you lead a conversation off with! I need all the details, now," she demanded.

Serena filled Blair in on the night and how she had stopped Carter from saying anything back. She even told her best friend about her mini-freak out when she realized Carter wasn't sleeping beside her.

"Oh S," Blair said. She smiled at her friend. "I'm so happy for you and I know that Carter loves you. He's not exactly subtle about it."

"If he does, he'll tell me when he's ready," Serena said. She leaned back against the seat. "I never thought I'd get this chance again, Blair."

"But you did," Blair reminded her, reaching for her hand. "You're home now and you've got Carter back. Everything is how it's supposed to be."

Serena smiled. "Thanks, B."

After spending the day with Blair, Serena sauntered into Kalliste at exactly seven o'clock freshly pampered and dressed in a short red slip dress and matching heels with her long hair flowing down her back. She was excited about seeing Carter and more than a little curious as to what he was planning. The last thing she expected was to find the restaurant dark and completely empty.

"Carter?" Serena turned the lock on the door and made her way toward the kitchen. There was enough light coming through the windows to guide her way, her heels echoing off the tiles. She poked her head into the kitchen and found it empty as well.

She walked up the stairs to Carter's loft, wondering if Blair had gotten the location wrong. That seemed unlikely. She knocked on the door and Carter opened it immediately, greeting her with a smile.

"Hello, beautiful." He stood framed in the doorway, dressed in dark gray pants and a lighter gray dress shirt. The first few buttons were undone, reminding her of his casual style from their summers abroad. His eyes gazed approvingly over her dress before meeting hers. "Please come in."

"Blair told me to meet at the restaurant. I -" She lost her train of thought when she stepped into the loft and saw the dining alcove was illuminated by candles. Soft music was playing from the stereo and the table was covered with a white table cloth, two place settings set out surrounded by several covered dishes of food. "What's going on?"

"Dinner," Carter replied. He placed his hand on her lower back and guided her across the room to the table. He smoothly pulled out her chair. "I had the new chef prepare samples from the menu." He uncovered the dishes and Serena was surprised to see a selection of her favorite Mediterranean dishes.

"Carter, this is amazing," Serena started. Her eyes widened when he uncovered the last dish. "Is that melitinia?" The sweet cheese pies were her absolute favorite dessert. She'd never seen them outside of Santorini.

Carter smiled, pleased by her reaction. "I told you there's nothing I wouldn't do for you, Serena. When I was interviewing candidates for the chef position, I didn't even consider those who had never heard of melitinia." He sat down across from her and poured them each a glass of wine.

Serena was at a loss for words. It didn't seem right that she was this lucky. After years of pining and wondering what if, she was finally with Carter again. She had dreamed about what it would be like to finally be together and this was better than anything she ever could have imagined.

"You're going to love the white eggplant. It's not easy to get through customs, but Chuck made it happen," Carter said. He held up his glass. "I suppose that's something he's good at."

Serena laughed and touched her glass to his. "This is perfect, Carter."

They sipped their wine and fell into easy conversation as they ate. Serena filled him in on Blair's latest obsession with Russian art and how she had spent half the day on the phone yelling at Dorota to put bids in at the auction houses. Carter laughed and told her about his and Matt's attempts to hire a competent staff and how that seemed to be easier said than done in New York City.

"This is the best food I've had outside of Santorini," Serena declared when they were finished eating. She sipped the last of her wine and smiled at Carter. "Kalliste is going to be packed every night."

"That's the plan," Carter replied. He stood up and gathered their plates, leaning over to press a kiss to her lips. "I'll be sure to pass your compliments along to the chef."

"Let me help you with the dishes," Serena offered. She laughed at her own words. "Did you ever imagine us washing dishes?"

"Hardly," Carter agreed. "It is a bit odd not to just push the room service cart into the hallway and have it be cleared away in the morning." He dropped the dishes in the sink and turned to wrap his arms around Serena's waist as she joined him in the kitchen. "I don't think this dress of yours is built for washing dishes."

"Probably not," Serena said. She let her hands rest on his shoulders. "I like that we ended up here, together," she added.

"So do I," Carter replied. He brushed another kiss over her lips. "Serena, there's something I want you to know." He cupped her face in his hands, tilted her head up so their eyes locked. "I love you, Serena."

She smiled, tears brimming in the corners of her eyes. This – this random moment in Carter's kitchen after a perfect dinner– was exactly the right one. This was the reason she had stopped Carter from saying anything after she'd told him she loved him. Somehow, she had known that this perfect moment existed and now everything was finally falling into place.

"I love you too, Carter," Serena said. "So much," she added before his mouth covered hers. She opened herself to him, letting him sink in deeper, his tongue sweeping along hers. His hands slid down the sides of her body, his fingertips lightly brushing her breasts. She let out a soft sigh and pressed herself against him.

Carter broke the kiss to smile at her before leaning in to nibble along her jaw. "Maybe the dishes can wait after all."

She laughed; her fingers were already unbuttoning his shirt. "I think it was a wise choice to eat here instead of downstairs." She pressed her lips against his heartbeat, smiling when his skin warmed from her touch.

"I might have had an ulterior motive," Carter admitted. He let her push the shirt down his shoulders and then surprised her by lifting her into his arms.

Serena laughed. "What are you doing?"

"We can't have sex on the kitchen floor after professing our love. It's undignified," Carter replied. He kissed her again and smoothly carried her across the loft to the bedroom, gently setting her down on the bed.

Serena smiled up at him, toeing off her shoes and letting them drop to the floor. "I guess it's a good thing I ordered this bed."

Carter laughed. "A very good thing," he agreed. She rose to her knees to meet him as he joined her on the bed, his lips crushing hers. His mouth was warm on hers and she felt the sensation of his kiss throughout her entire body. He tilted his head, changing the angle of the kiss and delving deeper into her mouth.

Serena melted against him, every inch of her skin burning with desire for him. His hands slid down her sides again, found the bottom of her dress and pulled it hastily over her head. His blue eyes raced over her bare skin, darkening with desire when he saw that she was naked before him.

"I might have had ulterior motives as well," Serena admitted with a devilish grin.

"I can live with that," Carter said. He cupped her breasts in his hands, her nipples instantly hardening when he traced over them with his forefingers. Serena moaned when he pinched her gently and her body began to pulsate. His mouth replaced his hand and she cried out when he took her nipple between his teeth. He eased the spot with his tongue, his other hand continuing to knead her left breast. He switched sides, taking her other nipple into his mouth and Serena closed her eyes and let the pleasure of his touch overwhelm her.

His mouth found hers again, this time his lips were surprisingly gentle against hers. Serena wrapped her arms around his neck, her fingertips sliding into his hair and brought him closer. He teased her with a light sweep of his tongue, making her desperate for more. She kissed him hard, her lips demanding against his.

"I love you, Serena," Carter whispered against her mouth. Needing to breathe, but not wanting to let go, he pressed kisses to her neck and shoulders, while his hand streaked between her thighs to cup her. She was already dripping wet and his cock practically vibrated with the desire to be inside her.

"I love hearing you say that," Serena admitted. She surprised him by easing him back so he was lying against the pillows. She straddled him and began kissing her way down his chest and stomach. "Almost as much as I love you." She unbuckled his belt and lowered the zipper of his pants. "I see I'm not the only one going commando," she teased, taking him into her hands.

"Ulterior motives," Carter echoed, his breath hitching in his throat when her fingertips moved over the sensitive tip. She ran her fingers back and forth over the head, making him moan. She slid down further on the bed and took his length into her mouth. He nearly lost it when she circled his tip with her tongue. "Serena." His voice was hoarse and her name came out like a plea.

She smiled at him. "Yes, Carter?" she asked innocently.

He gripped her hips tightly and flipped her on her back, the swiftness of his movement making her cry out. Carter rose from the bed long enough to discard his pants and then covered her body with his. She dragged his mouth to hers for a steamy kiss. Her tongue swept into his mouth to dance with his and he reached down, clamping a hand between her thighs, pushing her toward her peak.

She cried out his name and her heart hammered hard against her chest, but Carter wasn't done yet. He rubbed her swollen clit between his fingers and watched the pleasure swimming in her eyes. Her fingernails dug into his hips and she arched up, pressing herself against his erection. She did it again, sending a shudder down his spine and he took the invitation, sliding himself into the center of her heat.

Carter kissed her softly, his eyes locking with hers as he began to move inside of her. Serena wrapped her legs around his waist, arching around him and bringing him deeper. He eased his movements, each thrust, long and slow, causing her to shudder with each stroke. He felt her walls clamp around him and knew she was close. He changed his rhythm again and a deep thrust sent her over the edge, his name on her lips. His own release followed almost instantly, the violent climax tearing through him.

Still inside her, Carter used his last ounce of energy to shift their positions slightly so he could lie beside her without crushing her. She cupped his face in her hands and kissed him softly. "I love you."

"I love you too, beautiful."


	20. Chapter 20

**Author's Note: Thanks for the reviews! I'm glad people are enjoying this story. It's been a lot of fun to write. A special thanks to Katy for reading along the way. This chapter is angsty, but you had to know it was coming. ;)**

_How do you feel when there's no sun  
And how will you be when rain clouds come and pull you down again  
How will you feel when there's no one  
Am I just like you_

"**Is it just me or does it seem like yesterday we were roasting in the August heat? The leaves are starting to change in Central Park and October is fast approaching. What's new on the Upper East Side? That's what I'd like to know. I do believe we're due for a fresh scandal. The second one breaks, I'll be here with all the juicy details. You know you love me. XOXO. Gossip Girl."**

"Serena, have you seen my -" Carter stopped mid-sentence when he walked into the bedroom of his hotel suite and found Serena lying on the floor, the top half of her body hidden beneath the bed. "What are you doing?"

"I'm looking for my blue Prada pumps," Serena replied. She scooted out from under the bed, blowing her hair out of her face as she looked up at him. "They're the only shoes I have that go with this dress and I can't find them anywhere."

Carter held out his hand to help her to her feet. "When were you last wearing them?" he asked.

"The other night when we had dinner with Matt and Emily," Serena replied. She was supposed to meet Blair in twenty minutes and she was going to be late if she had to change her outfit. But she had searched every inch of the hotel suite and the shoes were nowhere to be found.

"We stayed at the loft that night," Carter reminded her.

"That's right," Serena recalled. They had eaten in SoHo and Carter had an early meeting with the staff the next morning so it had made more sense to just stay in Tribeca. She had worn a different pair of shoes when she left to meet her mother for lunch and her blue ones were probably still by the door where she had left them. She glanced down at her dress. There was no way she could wear different shoes so she had no choice but to change. Blair was going to be pissed. "Did you need something?" she asked, walking to the nightstand to retrieve her cell phone.

"I was looking for my dark blue tie, the one with the silver stripes," Carter said. He watched her sit down on the edge of the bed, biting the corner of her lip as she tried to think of what to say to Blair. He understood her frustration all too well. "Serena, I think we have a problem."

She glanced up from the apology message she was texting. "What's wrong?"

"This." Carter gestured to the messy room. "Our living situation. We're always wasting time searching for missing things that could be here or at the loft or even your mother's penthouse. We need to make a change."

Serena knew he had a point. She'd had to make the trek from Tribeca to the Upper East Side at the height of rush hour the day before because she'd forgotten the cable she needed to connect her camera to her laptop and she'd been working on deadline for a magazine spread.

"I guess it's not like the old days where we could leave Greece on a whim for Monte Carlo and not worry about forgetting anything," she said wistfully.

Carter laughed and sat down beside her on the bed. "Sadly, somewhere along the way we picked up all these responsibilities." He pressed his lips against hers for a gentle kiss. "Being a grownup is overrated."

Serena smiled. "Agreed." She leaned in to kiss him again and then winced when her phone beeped with Blair's less than polite response. "I guess I have a ways to go with my time management skills." She let her head drop onto Carter's shoulder. "What do you think we should do?"

"I think it's time to give up the hotel suite," Carter replied. He put his arm across her shoulders and drew her closer. "I've been thinking about it for awhile and now that the restaurant is opening next week, I'll be spending most of my time there."

Serena nodded. It would be easier for Carter to be closer to the restaurant. He was already working around the clock to get ready for the opening and he had assured her it would only get more chaotic once the restaurant opened. "That's a great idea. I guess I'll start gathering my stuff and bring it back to my mother's." She considered that. She loved Lily and Rufus, but she really didn't want to move in with them permanently. "Or maybe I can talk to Chuck about a room at the Empire."

"You could do that," Carter agreed. "Or –" Her phone began to ring again before he could finish.

Serena glanced down at the caller id and saw it was her landlord calling from Paris. "Sorry, I have to take this."

Carter listened as she greeted her landlord warmly and made polite conversation before falling silent to find out why he was calling. As he watched her, he wondered if the interruption was some sort of sign that he'd been about to make a huge mistake with what he was going to suggest. He decided he didn't believe in signs or any other silly things like that and waited for her to finish her call.

"Thanks again, I'll see you soon." Serena pressed the button to end the call and tossed it on the bed before dragging her hands through her hair in frustration.

"Did you forget to mention you were going to Paris?" Carter teased. He rubbed a comforting hand over her back. "What was that about?"

Serena sighed. "Unfortunately, the trip is news to me too. My lease expires at the end of the week and since I don't plan on signing another one, I need to go to Paris and clean out my apartment." So much for being a responsible adult, she thought bitterly. She'd forgotten all about her lease.

"Do you have a lot of stuff there?" Carter asked.

"Not really. Most of the furniture came with the apartment and I'm just going to leave everything that didn't. But I have clothes and camera equipment and some other personal belongings that I'll need to get. It should only take a day or two," Serena said. Her mind was already trying to work out the details. She'd need to arrange a flight and then have all her stuff shipped from Paris because she did not want to deal with customs.

"I wish I could go with you," Carter said. He pressed a kiss to her temple. "It's been too long since we've been in Europe together, beautiful. But I can't get away right now with everything going on at the restaurant."

"I know and I don't expect you to," Serena assured him. "I won't be gone that long." But she already knew it was going to feel like an eternity without him. "What were you saying before the phone rang?"

"I was going to ask you how you felt about moving all your stuff into the loft instead of asking Chuck for a room at the Empire," Carter said.

Serena's eyes widened and she forgot how to breathe for a moment. "You want me to live with you?"

Carter smiled at her genuine surprise. "Well, we have been cohabitating for the last few months. Maybe it's time to make it official," he said.

Serena threw her arms around him, knocking him back onto the bed. He laughed when she covered his mouth with hers for a passionate kiss. "Yes," she whispered when the kiss broke.

"Good answer," Carter said. He brushed a piece of hair out of her face, tucked it behind her ear. "I love you, Serena."

"I love you too, Carter." She nibbled along his jaw. "I wish I didn't have to meet Blair."

His hands slipped over her hips. He had a meeting to get to and there was no way to reschedule it. He was suddenly tired of being a responsible adult. "Come to the loft after you're done," he suggested.

"I will," Serena promised. She kissed him one last time before standing up and glancing at the clock. "I will as long as Blair doesn't kill me," she corrected as she hurried to the closet to change.

(&&&&&)

Blair sat in the private dining room at the Palace letting herself get more irritated by the minute as she waited for Serena. She knew her best friend was still in her love haze, but this was getting out of hand. It had been over thirty minutes since Serena had texted her to let her know she was going to be a few minutes late. Blair reached for her phone to send another scathing text when Serena raced into the dining room.

"Do you realize how late you are?" Blair demanded. "My time is valuable too, Serena."

"I know, B and I'm sorry," Serena insisted. She slid into the chair across from Blair and tried to look contrite, but she couldn't keep the smile off her face. "I know you're mad, but can you set it aside for a minute? I have news."

Blair raised an eyebrow. Serena did seem to be glowing even more than usual. Blair weighed her irritation against her curiosity. As always, her curiosity won out. "Fine, tell me. But I'm still mad about you being late," she pointed out.

Serena smiled. "Carter asked me to move into the loft with him," she said.

Blair frowned. "That's not news, Serena. You've been living with Carter since you two started sleeping together again."

"This is different," Serena insisted. "Carter asked me to live with him. Carter, the only person who might hate being tied to one place more than I do, asked me to live with him. You have to see how huge this is for us."

Blair thought about it. Serena had a point. Carter's need to avoid commitment was just another reason why he was so much like Chuck. It was a big deal for him to officially ask Serena to live with him and it was an even bigger deal for her to accept. The old Serena would have found an excuse to run away and she'd be halfway around the world before either of them knew what had happened. Blair could see how happy Serena was and it wouldn't be right for her to be petty now. (She would save it for the future).

"I am happy for you, Serena. You deserve this. You and Carter both do." Blair offered her a genuine smile. "At least I won't have to worry about my best friend running off to Paris at the drop of a hat anymore."

"Actually, I'm leaving for Paris in the morning," Serena said. She couldn't resist laughing at the look of horror that crossed Blair's face. "I have to clean out my apartment. My lease expires this week."

Blair glared at her. "That's not funny, Serena." She didn't care for the way her stomach had dropped. As much as Serena irritated her by not being on time and not paying attention to all of her crises, Blair loved having her back in New York and she wasn't about to let her leave again. "Is Carter going with you?"

Serena shook her head. "He's really busy preparing for the opening next week and I'm only going to be gone for two days." She toyed with the edge of her napkin. "Blair, I think I'm going to tell him the truth about the stalker."

Blair choked on the water she'd been sipping. "Serena, have you lost your mind? Why would you risk sabotaging everything by telling the truth?" Clearly being in love had taken away Serena's ability to think rationally.

Serena sighed. She had expected this reaction. She had been thinking about telling Carter the truth for awhile and now that he'd asked her to live with him, Serena didn't see how she could put it off any longer. "It needs to come out, B. I don't want there to be any secrets between Carter and me. It would devastate him if he found out the truth from someone else."

"Serena, you're being irrational," Blair said. "Carter is never going to find out about the stalker. The only people who know are me and Chuck and I can promise you neither of us is going to tell Carter. Let this die, S."

"No," Serena replied firmly. "Carter loves me and he might be angry, but he'll understand. I'm going to tell him tonight." She was trying to project an air of confidence, but she was nervous about telling Carter the truth. He was going to be hurt and angry and things might be tense between them for awhile. But she had no doubt they would work through it. This was all part of being in an adult relationship.

Blair knew Serena had made up her mind and was only going to dig her heels in further if she kept protesting. But she still firmly believed that this was one of those situations where the truth was better off buried. "All right, S, if you really want to risk everything and tell him the truth, that's your decision. But I'm telling you this is a bad idea."

"I owe Carter the truth," Serena replied. Her throat was suddenly dry and she reached for her own glass of ice water. She reminded herself that everything was going to be fine. Carter would understand eventually and she knew it would mean a lot to him that she told him the truth herself.

(&&&&&)

"All the deliveries have been scheduled, the shift assignments have been handed out and barring any last minute disasters, I do believe we are ready to open this place next week," Matt said. He went behind the bar and poured two glasses of scotch. "I think we've earned this, buddy."

Carter accepted the glass and raised it to his friend. "It's been a hell of a few months. I couldn't have done it without you."

"True," Matt agreed with a smile. He tapped his glass against Carter's. "This place is going to be great, man. Congratulations."

"Thanks," Carter replied. He sipped his drink and glanced around the empty restaurant. The afternoon staff meeting had gone better than he'd anticipated. Everyone seemed to know exactly what they were doing and all the details were in place for the grand opening. He'd decided to reward everyone for their hard work by giving them the rest of the afternoon off leaving him and Matt to go over the details one last time.

"I don't remember things being this crazy in LA," Matt commented. He sat down at the bar and reached for the checklist they'd been going over. "This thing is over ten pages."

"New York is a different beast," Carter replied. He sat down as well and reached for the bottle to top off their drinks. "Everything is always different here."

"True," Matt said again. He grinned at Carter. "I would just like to point out one more time that I was right about New York pulling you back in sooner or later. I don't think I've ever seen you this happy. It's a good look on you."

Carter rolled his eyes. "Why are you such a girl?" But he returned the smile. "Thanks for putting up with me. I know some of the UES drama is hard to take."

Matt raised an eyebrow. "That might be the understatement of the year. I still can't believe you were telling the truth about Chuck Bass."

Carter laughed. Chuck had been around a lot the last week being his usual difficult self. Matt was a laidback guy, but Chuck had rattled him more than once with his incessant need to review every detail and make a comment about it. Carter had assured him that Chuck was just screwing with him because if he truly hated anything, the whole world would know about it.

"I don't think we'll see Chuck in here again before the opening and he'll be too busy bragging that night to be a pain. But we should enjoy the quiet before the storm," Carter said.

Matt nodded. "I plan on it. So you're really giving up the hotel life. It's like the end of an era or something," he deadpanned.

Carter rolled his eyes. He'd started to tell Matt his plans before they'd gotten interrupted by the alcohol delivery. "I didn't live in a hotel the entire time I was in LA. I asked Serena to move into the loft with me."

Matt's eyes widened. "Now, there's a big step. I know you two have been pretty inseparable, but are you sure you're ready for that? I'd deny it if you ever repeated this, but the first few weeks of living with Em wasn't exactly a cakewalk."

"It seems like the logical choice," Carter replied, his tone a bit more defensive than he'd intended. "Serena and I have never fit into any 'normal' relationship category."

"Sorry man, I was just trying to offer a friendly warning. Serena's great and I'm glad she makes you happy. But there will be an adjustment period," Matt insisted.

"I know," Carter said. He chalked his defensiveness up to his own nerves. He knew living with Serena was not going to be the same as sharing a hotel room with her. But he'd made the decision on instinct and his instincts rarely led him astray. He didn't doubt there would be an adjustment, but it would be worth it in the end.

The door opened and Carter turned, surprised to see David Markham, his private investigator walking toward him. He tried to remember if they had scheduled a meeting, but as far as he knew, they had completed all the employee background checks already.

"Good afternoon, David," Carter said. He stood up to shake his hand. The man was one of the best PIs in the city and he had been paying him a hefty retainer for years. David never bothered with small talk or non-business matters. Carter respected his work ethic and his discretion even if he was a bit of a strange guy.

"Mr. Baizen," David replied formally. He nodded at Matt. "I uncovered some information on that case you brought me a few months ago." He handed Carter a manila envelope.

Carter was confused. He started to ask what case he was talking about and then a light bulb went off in his head. "You found Serena's stalker?" He tore open the envelope and found security camera footage of a man taking pictures. The date and time stamp corresponded to the day Serena had received the pictures. He didn't recognize the man in the photos. He was probably in his forties or fifties and he looked like the kind of average guy who could easily blend into the background. "Who is this?"

"His name is Frank Sheen," David said. "It took me awhile to get the security footage from the buildings across from the Palace and the Plaza. Contrary to what you see on TV, any asshole with a computer can't hack into security systems. There are channels that need to be accessed and that takes time."

Carter was barely listening. The name Frank Sheen sounded familiar to him for some reason. He turned it over in his mind trying to place it. "Who is this guy?"

"Actually he's a private investigator," David said. "A good one too," he added grudgingly.

All of a sudden, Carter felt like someone had a hit a switch and the bottom dropped out of his life as all the pieces fell together. That was why he knew the name Frank Sheen. He wasn't just any private investigator. He was Chuck Bass' personal private investigator and there was only one reason Chuck's PI would be taking stalker photos of Serena.

Because she had asked him to.

(&&&&&)

Serena was nervous as she made her way up the stairs to Carter's loft. Despite her bravado with Blair, she wasn't sure telling Carter the truth was the best idea. Her mature, adult side wanted to be honest with him because it was important to her not to have any lies between them. But there was another part of her who thought Blair was right and it would be best to keep the truth buried where it couldn't hurt either one of them.

She wasn't really sure what she was going to say to him. She'd tried to rehearse it in the cab, but she'd never been the type to plan conversations out ahead of time. She knew she had to prepare herself for Carter being hurt and angry and she couldn't blame him. But she would tell him the truth and they would go from there. Everything would work out the way it was supposed to.

Serena took a deep breath and slid her key into the lock. She was surprised to see Carter sitting on the chair staring off into space. It wasn't like him not to be doing something. Instinct told her something was wrong and she decided the stalker truth was going to have to wait. She closed the door at her back and offered him a smile.

"How was your staff meeting? Did everything go as planned?" She leaned over to kiss him and was confused when he didn't kiss her back. "What's wrong?" She sat down on the couch and watched him expectantly.

His blue eyes were cold when they met hers and Serena swallowed hard, a feeling of dread washing over her. "Carter?"

"My PI stopped by this afternoon." His voice was as cold as his eyes and her dread grew. He reached for the pictures that were sitting on the coffee table and handed them to Serena without a word.

Puzzled, she looked down at the photos and saw a man taking pictures. She opened her mouth to ask Carter who he was and then stopped herself. She knew who he was. She'd met him a few times over the years. She felt the tears welling up in her eyes before she could stop them.

"Carter." She bit the inside of her mouth to try and stop the tears and forced herself to look him in the eye. "I –"

"You fucking lied to me," Carter snapped. Too angry to look at her, he rose from the chair and walked toward the kitchen in an attempt to calm himself down. It didn't work. He turned back to her, nearly losing his control when he saw her tears. "You let me believe someone was stalking you. You let me think you were in danger. You played me like a fucking fiddle!"

"It wasn't like that!" Serena cried. She went to him, desperate to make him understand. "Carter, I know how this looks, but –"

"Are you going to deny it?" Carter shouted. He stepped back when she tried to reach out to him. "Are you going to tell me that there's another reason Chuck's PI is taking pictures of you? Admit it, Serena. You made the whole thing up." There was a part of him that needed her to deny it, needed her to swear there was an explanation that didn't involve her lying to him for months.

"Blair did," Serena admitted. Her heart broke when she watched the color drain from his face and she knew he'd still been hoping it was a mistake. Fresh tears filled her eyes and she tried again to reach out to him, only for him to move further away like she had burned him. Swallowing the tears, she tried to explain. "Blair came up with the lie and I went along with it."

Carter shook his head in disgust. He felt like such a fool. "All this time you've been lying to me. How could you do this, Serena?"

"I was desperate," Serena replied honestly. "You wouldn't talk to me and I didn't know what else to do. Blair came up with the stalker on the spur of the moment and I just went with it. Carter, I never meant for it to get so out of hand. I just wanted a chance to be with you again."

"So you lied. Same old Serena van der Woodsen," Carter muttered. He should have known she hadn't changed. Lying and scheming was like second nature to Serena and Blair.

"It's not like that," Serena insisted. She took his face in her hands forcing him to look at her. "I love you, Carter. I've always loved you and I needed to make you see that. I didn't know what else to do." She had to make him understand.

He pulled her hands away. "Do you expect me to believe that? How can I, Serena? How can I believe anything you say to me? Nothing has changed. You weren't getting what you wanted so Blair came up with one of her plans and you just went along with it. I'm sure Chuck got a kick out of making me look like a fool."

"Carter, I wasn't trying to hurt you. Chuck and Blair were just trying to help in the only way they know how. I know you're angry, but you have to listen to me. Please," Serena pleaded.

"Fine." Carter crossed his arms over his chest and glared at her. "Explain it to me, Serena. Tell me how you lied and I fell for it. Tell me that everything will be okay in the end."

His tone cut through her like a knife, but she was determined not to cry. "I love you, Carter," she said softly. "I know you love me too. That's not a lie and it's worth fighting for. Do you remember when I asked you if we would have found our way back to each other if it hadn't been for the stalker?"

Carter remembered. He remembered everything a little bit clearer now. She'd done everything she could to avoid talking about the stalker. At the time, he hadn't thought much of the question. But now he could see it had been her guilt talking. "What about it?"

"You told me I can't lose you for long. That's the truth, Carter. We belong together, we always have," Serena pleaded. She saw him struggling with his emotions and she hated herself for causing him pain. "I was coming over here to tell you the truth. I didn't want there to be any secrets between us."

Carter laughed bitterly. "Do you really expect me to believe that, Serena?"

"Yes!" Serena cried. "Carter, we can get past this. I know we can." She wrapped her arms around him and held him tightly. "I love you."

"It doesn't matter," Carter said. He put his hands on her shoulders and pushed her back. Her teary eyes tugged on his heart and he willed himself not to be swayed by her. "This isn't something we can just sweep under the rug, Serena. I need time."

Serena nodded sadly. She understood that, but she couldn't leave things like this. Not without knowing there was still a chance. "I get that, Carter. But don't tell me this is over. I won't let this be over," she insisted.

Carter squeezed his eyes shut, trying to hold himself together. She was right about one thing. He loved her. He loved her so much it physically hurt at this moment. His instinct was to comfort her and promise her it would be okay. But he couldn't do that this time. Not after this.

"I need time, Serena," he repeated.

"Okay." Serena took his face in her hands again. "I have to go to Paris in the morning." Tears spilled down her cheeks. "I love you, Carter. You have to know that." She pressed her lips against his. "Please tell me you know that," she begged.

"Just go, Serena. Please," Carter added, his voice cracking. He wasn't going to be able to hold back much longer.

Serena pulled back and looked into his eyes. "I love you, Carter," she said again. "I won't give up on us." She managed to hold herself together long enough to walk out of the loft. The second she was in the stairwell, she crumpled to the ground and sobbed.

In his loft, Carter poured himself a glass of scotch. He swallowed it in one gulp and hurled the glass at the wall. The glass shattered in every direction and he tried not to choke on his pain as tears blurred his vision.


	21. Chapter 21

**Author's Note: This is it! I want to thank everyone who has read this story and left reviews along the way. Thank you for the story alerts and favorites and I hope that you enjoyed this story as much as I enjoyed writing it. An extra special thanks to Katy for being a super awesome rockstar the entire time. **

_Don't fall apart  
Don't let it go  
Carry the notion  
Carry the notion back to me  
_

Blair was expecting the worst when she walked into Lily's penthouse. She'd been in the process of getting ready for one of her mother's charity galas that she had zero interest in attending when she'd received the 911 text from Serena asking her to come to the penthouse immediately. She could only assume the worst had happened. Serena had told Carter the truth and he had freaked out.

So Blair had sent Dorota to the gala in her place with an apology message for Eleanor and rushed to the Palace as quickly as her Jimmy Choos would allow. She was prepared for tears and hysteria and she had every intention of soothing Serena's pain while she came up with a plan to make Carter forgive her. She wasn't against blackmail or brute force if necessary. She wasn't about to lose her best friend again because of Carter's ego. She was Mrs. Chuck Bass. There was nothing she didn't know about stubborn male pride.

What she did not expect to find when she walked into Serena's bedroom was her best friend calmly packing her suitcase. Serena was humming to herself as she placed travel-sized toiletries on top of her neatly folded clothes. She looked up when she heard Blair come into the room and smiled.

"Hi B, thanks for coming."

"Hi S," Blair replied cautiously. Serena's makeup was flawless and her hair was pulled back in a tidy fresh from the shower braid. Blair had never known Serena to be this calm about anything – especially when she was packing for a trip. Blair wondered if it was possible she was in shock.

"I got your 911 text. Is everything okay with Carter?" Blair asked. She watched Serena's face carefully.

She barely blinked as she closed her suitcase. "No, Carter is furious with me for lying to him and he said he needs some time. I have to go back to Paris so we can talk when I get home."

The calm in her voice convinced Blair that Serena had suffered some sort of mental break. Her worst fears had come true and she was acting like she broke a nail. Serena had been inconsolable the last time she fought with Carter and that had been about furniture. There was no way the Serena she knew would be taking this so lightly unless she had lost her mind.

"S, how can you be so calm? What did Carter say when you told him about the stalker?" Blair asked. She braced herself for Serena to fall apart.

"I didn't tell him," Serena said. She sat down on the edge of the bed and gestured for Blair to sit beside her. "He already knew before I got there. His private eye busted Chuck's."

Blair took a moment to process the information. Carter had found out on his own which meant he was probably a hundred times more furious than he would have been if Serena had confessed. She imagined the fallout had to have been epic. Maybe Serena needed to be medicated. Or maybe she already was.

"S, did you take something? Leftover Valium, maybe?"

Serena laughed. "We're past the days when we had drugs stashed around the penthouse. You can stop looking at me like you're afraid m head is going to start spinning around. I'm all right."

"How can you be?" Blair asked. "Carter is the love of your life and he found out from someone else that you lied about something huge. This is what you were afraid of." She spoke slowly in case Serena's brain had forgotten how to process language. Maybe she should just take her straight to the hospital and let the professionals help her. Chuck would find a way to keep it off Gossip girl's radar.

"B, stop it. I'm not crazy," Serena assured her. "I know Carter loves me and I know we'll find a way to get past this."

"Of course you will," Blair agreed. She wondered if Lily and Rufus were home. She might need help getting Serena to the hospital.

"Blair," Serena said. Her voice was laced with irritation. "I know you think I'm having some sort of mental breakdown and you're probably imagining fitting me with a straitjacket. That won't be necessary."

"Okay," Blair said. At least Serena was starting to sound a little more like herself if she was getting annoyed. Blair decided to push a little. "Do you remember when you saw Carter with Emily and fell apart because you thought he'd moved on? Or the time you fled New York for seven years because you couldn't be without him? That's the Serena I'm used to."

Serena sighed. "I cried for an hour in the stairwell outside Carter's loft. The ache in my chest hurt so bad that I didn't think I'd ever be able to move again. Is that what you want to hear, Blair?"

"Yes!" Blair cried, more excitedly than the situation called for. She rolled her eyes when she saw Serena wince. "You know what I mean, S. I don't want to see you in pain, but I need to know that you're still in there."

"I am," Serena assured her. "But I know this time is different. All Carter needs is some time. I understand that, B. He's hurt and angry and I want him to do whatever he has to do. But I know he'll come back to me because he loves me and he knows we belong together."

Blair still wasn't convinced Serena was operating with a full deck. In fact, she was starting to believe she was a whole different kind of crazy where she thought she was living in a Taylor Swift song. "S, you know I want you to be happy and I know how much you love Carter, but are you sure you're being realistic about this? Carter could decide that it's over and you need to be prepared for that possibility so we can come up with a plan to change his mind."

"No plans," Serena warned. She narrowed her eyes at Blair. "That's what got us into this mess and I'm through being sneaky. I'm going to Paris and when I get back, I'll talk to Carter. If he's still not ready, I'll give him more time. But we will get through this."

"All right," Blair agreed. Serena was pretty confident and maybe it was for the best that she wasn't falling to pieces. But Blair still didn't want her to be alone in case reality set in and she decided to do something crazy like stay in Paris. "Let me come to Paris with you. We can tack a few days on the trip and do some shopping."

Serena smiled and reached for her hand. "I know what you're worried about B and I promise you I'm not running away. I'll be home in two days."

"I know that," Blair said with an easy smile that didn't quite reach her eyes. "But you know how much I love shopping in Paris. Remember when we were looking for my wedding dress? That was a lot of fun."

"I do," Serena replied. She smiled at Blair. "I promise you that I'm coming back. I'm not leaving Carter or you or Chuck or anyone else. I found happiness and I'm not giving it up."

"Okay," Blair said. She knew it was silly that Serena had ended up comforting her, but she still felt better. "If you've got everything figured out, why did you want me to rush over here?" she asked.

"I need you to keep Chuck away from Carter. I know they've both been trying for our sakes, but I don't want Chuck antagonizing Carter when he's hurting," Serena said. The last thing she needed was to make Carter angrier than he already was.

"I'll talk to Chuck," Blair promised. She knew her husband was coming to terms with Carter being in their lives even if he would never admit it. She didn't think it would be too hard to convince him to stay away for Serena's sake.

"Thank you, B. I'll feel better knowing Carter doesn't have the added pressure of dealing with Chuck," Serena said.

"Are you sure you don't want me to come with you? I can talk to Chuck while I'm packing," Blair offered.

Serena shook her head. "I appreciate the offer, but I need to do this on my own. I'll be back before you have time to miss me," she promised.

Blair nodded. "If you need me, don't hesitate to call."

(&&&&&)

Carter was doing his best to stay busy. Since he had barely slept, he was downstairs at the restaurant going over details before seven a.m. He approved the list of specials the chef wanted for the grand opening and put in calls to verify deliveries with all the suppliers. He checked and rechecked the staff schedules and made sure all the VIP guests had been confirmed. He made notes to go over with Matt and separate notes to go over with the chef.

Nothing he did kept his mind off Serena.

He knew she was already on her way to Paris and there was a part of him that hated the way they'd left things. It was all too reminiscent of the times they had walked out on one another in the past. They were supposed to be beyond that now. They were supposed to be in an adult relationship where they could live together and be in love and happy.

But that was pretty hard to do when it was all based on a lie. Serena had lied and he had fallen for it and he was so angry about the entire situation. He was angry at Serena and he was angry at himself. He was supposed to know better. There was a reason he'd wanted to avoid getting involved with Serena again and the constant ache in his chest was a constant reminder that he was an idiot.

He heard the front door open and waited for Matt to join him at the bar. Hopefully he would do a better job distracting him with work than Carter was doing on his own.

"Shouldn't there be people doing actual work around here? I'm not paying everyone to slack off when we're this close to opening."

Carter glared at Chuck when he sat down beside him. "What do you want, Bass?" He was in no mood for Chuck's twisted mind games. He'd never been one for physical violence, but if there was ever a day Carter saw himself losing control, this was it.

"I'm checking on my investment. Like it or not, we're partners and I have a vested interest in your success," Chuck replied.

"Come back after we've opened," Carter said. He rose from his chair and went behind the bar to pour himself a drink.

Chuck raised an eyebrow. "Don't you think it's a little early to be dipping into the good scotch?"

"Go away," Carter replied. He threw the drink back and let the liquid soothe him. If Chuck kept talking, there was a safe bet he would guzzle the entire bottle.

"You're a fool," Chuck said, his voice dripping with disdain. "I guess I was right about you all along."

Carter set his glass down so hard that it rattled, but didn't shatter and scowled at Chuck. "Go ahead, Bass. Gloat that I'm a fool because I believed in Serena when she was lying to me the whole time."

Chuck rolled his eyes. "You're a fool, Baizen, but not because you trusted Serena. You're a fool because you're willing to let her slip through your fingers again."

Confused, Carter stared at Chuck, wondering if he was missing something. It sounded like Chuck was reprimanding him for letting Serena go which was ridiculous because that wasn't what happened, but even if it was, it made no sense that Chuck would be the one lecturing him about it instead of rejoicing.

"Serena lied to me for months," Carter pointed out. "But that's for us to deal with. I don't need your opinion."

"You're getting it anyway," Chuck replied. He reached for the bottle of scotch and refilled Carter's glass. "You had to have known the stalker story was a lie." He toasted Carter before taking a drink. "It was obvious Blair came up with it on the spur of the moment. You saw that and you ignored it because you were looking for an excuse to be near Serena."

Carter took the bottle back and put it under the bar. "I didn't trust you or Blair, but I believed Serena when she looked me in the eye and told me Blair was telling the truth."

"You told yourself you believed her," Chuck corrected him. "You loved Serena and you wanted a reason to be close to her and she handed you one on a silver platter. But deep down, you know it was a lie. It didn't make much sense and Serena didn't seem scared, but that was okay because she needed you and you could be there for her without sacrificing your pride."

"I'm not sure what you're getting at, Chuck. Do you think I wanted Serena to make a fool out of me? I can assure you that was not the case," Carter said dryly.

"Keep up," Chuck suggested. "You're not going to get past this until you admit to yourself that you knew all along that the stalker wasn't real and you were fine with that because it brought you and Serena back together."

"What would be the point of that?" Carter asked. "She still lied to me for months. What makes you think you know me so well anyway?

Chuck rolled his eyes again and drank the rest of the scotch. He set the glass down and met Carter's gaze. "You and I are exactly alike and we both know it. The reason we don't play well together is because it's too much like looking in a mirror. I had to make this choice once. I could take the happiness Blair was offering or I could go on with my miserable existence without her and have my pride fully intact. I'm telling you all of this so you don't make that mistake and live with the regret for the rest of your life."

"I didn't realize you cared, Chuck," Carter said quietly.

"Yes, you did." Chuck stood up to leave. "You know what you need to do." He started to walk away and then stopped himself, turning back and fixing Carter with a cold stare. "I suggest you don't repeat anything I've said because I will disavow any knowledge of his conversation and make it my new goal to crush you."

Carter smiled. "Noted."

Chuck nodded, satisfied. "Don't be a fool, Carter," he warned.

(&&&&&)

Serena stood in her bedroom watching the sunset in the Paris sky for one final time. Packing had gone even faster than she'd anticipated since she hadn't acquired that much stuff over the years aside from her wardrobe. She'd boxed up all her clothes, shoes and accessories and arranged for the service to ship everything to New York. All of her camera equipment was already in New York so she spent most of the day sorting through miscellaneous decorations and souvenirs she had collected over the years deciding what was worth keeping and what needed to be thrown away. She had already talked to her landlord about the furniture she wanted to leave behind. There wasn't much else for her to do except wait for morning so she could fly home.

Her phone beeped and even though she knew it would be Blair checking on her for the millionth time, a part of her hoped it was Carter. She knew he needed time, but she desperately wanted to hear from him. She checked the message and it was Blair complaining about the boring party Chuck had dragged her to. Serena knew that was B's way of being subtle. Serena responded with an "I'll see you tomorrow" message and hoped that would satisfy her friend's worry.

It wasn't that she didn't appreciate Blair's concern. Serena had heard every word Blair had said and those she hadn't when they had talked at the Palace. She knew Blair wanted her to be prepared for the worst and maybe there was a small part of Serena that wondered if Blair was right. Carter could easily decide he wants nothing to with her and she needed to accept that could be a possibility.

But Serena had a hard time believing that would happen. Carter loved her and she loved him. He'd asked her to move in with him. Those feelings were not going to go away just because she had lied. He would get past this. He just needed time. She swallowed the lump that threatened in her throat. Everything had to work out. They had come too far to turn back now.

The knock on the door surprised her. Serena figured her landlord must have found something else for her to sign. (Who knew moving out of an apartment required so much paperwork?) She checked her reflection in the mirror and wiped away the stray tears that had appeared in the corners of her eyes. She ran a hand over her hair and forced her best friendly smile when she opened the door.

Her jaw dropped in shock when she saw Carter standing in the hallway.

His heart turned over just looking at her. She was dressed fairly casual for Serena in white shorts and a loose fitting green tank top. He could see how shocked she was to see him and under different circumstances, he might make a quip about how easy he could surprise her after all these years. But this wasn't the time.

"Can I come in?" he asked.

"Of course," Serena said, finally finding her voice. She stepped aside so he could enter her apartment. "I'd offer you something to drink, but I don't have anything." She mentally chided herself for saying something so stupid. Carter hadn't come all the way to Paris to sit around drinking coffee and making small talk.

"That's all right," Carter said. He glanced around the apartment. It was compact like most Parisian apartments but he could see Serena living there. His eyes were drawn to the open window and the stunning view of the Eiffel Tower. "The view is spectacular." He crossed the apartment to get a better look. Knowing Serena, he imagined she spent a lot of time staring out into the night.

"It was one of the main draws and it's probably what I'll miss the most," Serena admitted. She joined him at the window but attempted to keep a reasonable distance between them. As much as she was dying to throw her arms around him and cling to him, she knew she had to let Carter set the pace. He was the one who flew across the ocean to see her.

"I was thinking that it's odd that we've never spent time together in Paris before," Carter commented. He turned from the window to look at her. "We've been to the south of France more than once, but never Paris."

Serena nodded. She couldn't read his expression, but she had a feeling she knew what he was getting at. "It's one of the reasons I chose to live here. Most of the places in Europe remind me of you and those summers we spent together. Paris was a neutral ground," she admitted.

"I had a feeling you would say that," Carter said. He turned back to the window, his eyes focused on the Eiffel Tower. "I felt the same way about Los Angeles. It's about as different from New York as you can get and it doesn't have memories around every corner."

"But New York is home," Serena pointed out.

"It is," Carter agreed. He turned to face her again, his blue eyes locking with hers. "Chuck came to see me at the restaurant this morning."

Serena frowned. "I asked Blair to keep him away. She promised she would talk to him."

"I get the feeling Blair had no idea he was there. I have to say it was the most revealing and honest conversation Chuck and I have ever had. Of course, he will deny it if you asked him about it," Carter said.

Serena wasn't sure what to say. She was still having a hard time reading Carter. He didn't seem angry, but he didn't seem overly happy to see her either. She forced herself to keep being patient. But she was curious about what Chuck had to say to Carter. "What did you two talk about?" she asked.

"Chuck was kind enough to tell me that I'm a fool and he said I must have known the truth about the stalker the entire time," Carter explained.

Serena's heart sank. This was exactly why she'd wanted to keep Chuck away from Carter. "I'm so sorry. He had no right to do that."

Carter smiled. "When has Chuck Bass ever cared if he had the right to do something? But it turns out, he may have been right."

Serena was confused. "Are you saying you knew there was no stalker?" she asked.

"On some level," Carter admitted. He reached for her hand and led her to the couch. He kept her hand in his as they sat down. "The story was ridiculous, Serena, and it had the Blair Waldorf-Bass stamp all over it. You avoided talking about it whenever it came up and when we did talk, you said as little as possible. I knew something was off, but I chose to ignore it."

"I'm so sorry, Carter. I never should have gone along with Blair's plan, but I was desperate. I didn't know what else to do to get you to give me a chance," Serena said.

Carter nodded. "I get that, Serena. After Chuck left, I was thinking about the way I acted when I first came back to the city. I was convinced all I needed to do was avoid you and I could forget everything that happened between us and how I felt about you. It really was foolish of me."

Serena squeezed his hand. "I know all about self-preservation. Look how many times I've run away over the years. I can't blame you for not wanting anything to do with me. I know how much I hurt you, Carter. I never wanted to do that again." Her voice faltered and she willed herself not to cry.

He wrapped his arms around her and pulled her tightly against his chest. She didn't hesitate to cling to him like she'd wanted to since he'd walked in the door. She let her head fall against his heart and he pressed a soft kiss to her temple. "I know," he said quietly.

"Can you forgive me?" Serena asked. She pulled back slightly so she could look up at him with hope in her blue eyes.

He smiled at her. "Come on, Serena. Do you really think I flew all the way to Paris to tell you that I can't forgive you?" He cupped her face in his hands and kissed her softly. "I love you and I think it's safe to say we've both wasted too much time over the years being stubborn."

"Agreed." Serena pulled him close for another kiss and melted into him. She let go of the fear she'd been afraid to face and basked in the happiness she'd been so desperate to believe in. Carter loved her and he was here and everything was the way it was supposed to be.

He stroked a hand over her cheek when the kiss broke. "Is there anything else I need to know?"

Serena laughed. She could tell he was teasing. "Just that I love you," she replied.

"Good because you're going to be stuck with me," Carter said. He tightened his grip around her. "What do you say we rearrange your flight home and spent a few more days here? I don't know about you, but I think it's a travesty that we haven't seen all the sights together."

"That sounds wonderful, but you have to get ready for the grand opening," Serena reminded him.

"I am ready. Everything is in order and Matt will handle anything that comes up," Carter said. "What do you say, beautiful? Do you want to explore Paris with me?"

Serena wondered if it was possible for her heart to explode with happiness. "I'd love to," she said.

Carter smiled. "Good. Where should we start?"

"We could go to dinner," Serena suggested. "There are some really great cafés within walking distance." She traced her fingertips along Carter's chest. "Unless there's some other way you want to spend the evening."

His smile widened. "I definitely think staying in might be in our best interest." Carter covered her mouth with his.

"Good answer," Serena whispered against his lips.


End file.
